COMPANIES ACT (SUSPENSION OF FILING FOR DISSOLUTION AND WINDING UP) REGULATIONS *

COMPANIES ACT (SUSPENSION OF FILING FOR

DISSOLUTION AND WINDING UP)

SUBSIDIARY LEGISLATION 386.24

COMPANIES ACT (SUSPENSION OF FILING FOR

DISSOLUTION AND WINDING UP) REGULATIONS *

15th September, 2020

LEGAL NOTICE 373 of 2020, as amended by Legal Notice 71 of

2024.

The title of these regulations is the Companies Act

(Suspension of Filing for Dissolution and Winding Up) Regulations.

In these regulations, unless the context otherwise

requires

"Act" means the Companies Act.

(1)

The right granted under article 218 of the Act to

any debenture holder, creditor or creditors to file for the dissolution

and consequential winding up of a company in terms of article 214 of

the Act is being suspended, and shall remain so suspended for a period

of forty (40) days following an order of the Minister to lift such

suspension.

(2)

Any action or proceeding in court for the dissolution and

winding up of a company in terms of article 214 of the Act filed in the

Registry of Courts and Local Tribunals by any debenture holder,

creditor, or creditors on or after 16th March, 2020 shall be stayed for a

period of forty (40) days following an order of the Minister to lift such

a stay.

(3)

Notwithstanding the provisions of sub-regulations (1)

and (2), the suspension or stay in terms of this regulation shall not

prejudice the power of the Court to order the filing or hearing of

applications in terms of article 214 and article 218 of the Act,

whenever it is satisfied prima facie that the circumstances claimed in

the application for winding up of the company arose prior to the 16th

March 2020

Provided that the Court may abbreviate the time limits

stipulated in sub-regulations (1) and (2), if the said Court considers it

reasonable and expedient to do so for the purpose of ensuring the

proper and efficient administration of justice.

(1)

Where a winding up order has been made, the

deemed date of dissolution of a company in relation to which, had it

not been for the suspension made by regulation 3, an application for its

dissolution and winding up would have been filed by a debenture

holder, creditor, or creditors of the company during the suspension

*Vide Legal Notice 70 of 2024.

COMPANIES ACT (SUSPENSION OF FILING FOR

DISSOLUTION AND WINDING UP)

shall, instead of the date of filing of the application as specified in

article 223 of the Act, be the date upon which a debenture holder,

creditor, or creditors files a judicial letter in court against the company

informing it of the circumstances warranting its dissolution in terms of

article 214 of the Act.

(2)

The provisions of this regulation shall remain valid for a

period of six (6) months following the lifting of the suspension made

by regulation 3 unless the Court considers it reasonable and expedient

for the purpose of ensuring the proper and efficient administration of

justice to order, in the winding up order itself, that article 223 of the

Act shall apply.

(1)

The applicability of the provisions of article 316 of

the Act is being suspended in terms and to the extent specified in sub-

regulation 2, and shall remain so suspended for a period of forty (40)

days following an order of the Minister to lift such suspension.

(2)

The steps a director ought to take with a view to

minimising the potential loss to the company’s creditors during the

suspension established by means of this regulation, shall exclude the

filing of an application in court for the dissolution and consequential

winding up of the company of which he is a director in terms of article

218 of the Act, or incurring debts in good faith on behalf of the company

during its ordinary course of business, unless it is shown that such

actions or omissions were deliberately intended to prejudice the pari

passu ranking of creditors of the company which existed prior to the act

or omission.

(3)

The suspension established by means of this regulation,

and its effects shall be deemed to have started to run from 16th March

2020. (4)

Notwithstanding the suspension in terms of sub-

regulation (1), the Court may nonetheless hear an application made in

terms of article 316 of the Act if it considers it reasonable and

expedient to do so for the purpose of ensuring the proper and efficient

administration of justice.