Conveyancing and
the new Companies Act

Aim and content

The notes serve a twofold purpose, namely

  • to identify the specific provisions of the new Companies Act that affect property transactions and the work of conveyancers; and
  • to provide a general overview of those provisions of the Act that will result in radical changes in current procedures, the law and conveyancing practice.

The notes consists of two parts:

Part 1

The first part consists of a brief overview of the most important provisions of the Act; it serves as an introduction and supplies the background material that will make it easier to grasp the second part. The first part is organised as follows:

  1. Background and introduction
    An overview of important new concepts.
  2. New classification of companies
    New classification of companies with their suffixes, which are of importance in the description of companies.
    Close corportations are retained but new ones can no longer be created.
  3. New “memorandum of incorporation”
    The new “memorandum of incorporation” which combines the old “memorandum of association” and “articles of association” into a single document and makes provision for a greater range of possibilities in determining the powers of directors and the management of a company, with a discussion of how this change affects conveyancers and property practitioners.

Part 2

The second part deals with specific provisions of the Act that have a bearing on the work of conveyancers and property practitioners.

The following topics are discussed:

  1. Introduction
  2. Conversion of close corporation into company
  3. Effect of conversion of close corporation into company
  4. Power as to pre-incorporation contracts
  5. Acts ultra vires the company not void
  6. Loans made and security provided by subsidiary
  7. Financial assistance to purchase shares of a company
  8. Change of name and effect thereof
  9. Prohibition of loans to directors and managers
  10. Disposal of greater part of assets or undertaking of company
  11. External companies
  12. Stipulations concerning close corporations
    12.1 Formation and juristic personality
    12.2 Certificate of incorporation
    12.3 Deregistration
    12.4 No further conversion of companies into close corporations
    12.5 Financial assistance by corporation in respect of acquisition of
            members’ interests
    12.6 Acquisition or disposal of immovable property
    12.7 Loans to members
    12.8 Pre-incorporation contracts

Compiled by

High-quality notes explaining the differences between the old and the new Acts are supplied during the seminar. They were compiled by Gawie le Roux (founder, managing director and lecturer: Centre for Conveyancing Practice), Erinda Frantzen and Prof Anneli Loubser (professor of Mercantile Law at the University of South Africa).

Erinda Frantzen is an attorney, notary and conveyancer from Pretoria. She has served the Centre for Conveyancing Practice as a lecturer in deeds and notarial practice for over five years. She is the co-author of the prestigious self-study notes on conveyancing and notarial practice. She is responsible for the development of study notes for workshops in preparation for the conveyancing exam as well as for the attendance and online courses for conveyancing typists.

She obtained the degree of BCom (Law) at the University of Pretoria in 1993 and obtained her LLB at the University of South Africa in 1996. During her LLB studies she served the latter university as an assistant in the Department of Mercantile Law. She did her articles at Couzyn, Hertzog & Horak in Pretoria in 1997 and 1998. This was followed by five years as a conveyancer and notary at Van der Merwe Du Toit Inc. In 2005 she worked at Van der Merwe Attorneys for a few months before being recruited by the Centre for Conveyancing Practice at the end of that year. In January 2006 she embarked on a career as lecturer at the Centre for Conveyancing Practice.
Erinda Frantzen is ‘n prokureur, notaris en transportbesorger van Pretoria. Sy is reeds vir meer as vyf jaar ‘n dosent in akte- en notariële praktyk verbonde aan die Sentrum vir Aktepraktyk. Sy is mede-outeur van die bekende selfstudie-notas in akte- en notariële praktyk. Sy is verantwoordelik vir die ontwikkeling van studienotas vir werkswinkels ter voorbereiding van die eksamen in transportbesorging sowel as vir die bywonings- en aanlynkursusse vir aktetiksters.

Seminarnotes Cover

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R390

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