Chapter III: Types and forms of Companies,
... 21. Incorporation of associations not for
gain
Any association--
formed or to be formed for any lawful purpose;
having the main object of promoting religion, arts, sciences, education,
char it)-, recreation, or any other cultural or social activity or communal
or group interests;
which intends to apply its profits (if any) or other income in promoting
its said main object;
which prohibits the payment of any dividend to its members; and
which complies with the requirements of this
section in respect to its formation and registration, may be incorporated as
a company limited by guarantee.
The memorandum of such association shall comply
with the requirements of this Act and shall, in addition, contain the
following provisions:
The income and property of the association
whencesoever derived shall be applied solely towards the promotion of its
main object, and no portion thereof shall be paid or transferred, directly
or indirectly, by way of dividend, bonus, or otherwise howsoever, to the
members of the association or to its holding company or subsidiary: Provided
that nothing herein contained shall prevent the payment in good faith of
reasonable remuneration to any officer or servant of the association or to
any member thereof in return for any services actually rendered to the
association.
Upon its winding-up, deregistration or
dissolution the assets of the association remaining after the satisfaction
of all its liabilities shall be given or transferred to some other
association or institution or associations or institutions having objects
similar to its main object, to be determined by the members of the
association at or before the time of its dissolution or, failing such
determination, by the Court.
The provisions of section 49(1)(c) of this Act
shall not apply to any such association.
Existing associations incorporated under section
21 of the repealed Act shall be deemed to have been formed and incorporated
under this section.
21A. Incorporation of certain
branches of foreign companies and associations not for gain
Notwithstanding anything to the contrary in this
Act contained, a branch, established in the Republic, of--
a company or other association of persons,
incorporated outside the Republic; or
an association of persons which is not
incorporated and has it's head office in a foreign country, may be
incorporated under section 21 if--
the main object in the Republic of that branch
corresponds with the main object of the company or association
concerned;
the said branch complies with the requirements
of section 21; and
the whole of the business and all the
property, rights and obligations in the Republic of the company or
association concerned will, on incorporation under section 21 of the said
branch, be transferred in due form to, vest in and be binding upon the
company so incorporated.
Notwithstanding anything to the contrary contained
in any law--
no transfer or stamp duty shall be payable in
respect of the transfer of property contemplated in subsection (1)(iii);
and
any licence, exemption, permit, certificate or
authority held in terms of any law by the company or association concerned
in respect of its business or property in the Republic, shall with effect
from the date of incorporation of the branch concerned as a company by
virtue of the provisions of subsection (1), for the purposes of any web law
be deemed to be held by the company so incorporated in respect of that
business or property.
The provisions of this Act with regard to external
companies shall not apply in the case of an external company a branch of which
has been incorporated as a company by virtue of subsection (1).
