COMPANIES BILL - Department of Trade and Industry

33comparable to the legislative or definitional requirements of a profit companyincorporated under this Act.(2) For the purposes of subsection (1), and the definition of ‘‘external company’’as setout in section 1, a foreign company is not to be regarded as ‘‘conducting business, ornon-profit activities, as the case may be, within the Republic’’, unless that foreigncompany is engaged in, or has engaged in, all or more than the following activitieswithin the Republic:(a) Maintaining, defending or settling any legal proceedings;(b) holding a meeting or meetings of the shareholders or board of the foreigncompany, or otherwise conducting the internal affairs of the company;(c) establishing or maintaining any bank or other financial accounts;(d) establishing or maintaining offices or agencies for the transfer, exchange orregistration of the foreign company’s own securities;(e) creating or acquiring any debts, mortgages or security interests in anyproperty;(f) securing or collecting any debt, or enforcing any mortgage or security interest.(g) acquiring any interest in any property; and(h) conducting an isolated transaction that is not one in a course of repeatedtransactions of a similar nature.(3) Each company or external company must—(a) continuously maintain at least one office in the Republic; and(b) register the address of its office, or its principal office if it has more than oneoffice—(i)initially in the case of—(aa) a company, by providing the required information on its Notice ofIncorporation; or(bb) an external company, by providing the required information whenfiling its registration in terms of subsection (1); and(ii) subsequently, by filing a notice of change of registered office, togetherwith the prescribed fee.(4) A change contemplated in subsection (2)(b)(ii) takes effect as from the later of—(a) the date, if any, stated in the notice; or(b) five business days after the date on which the notice was filed.(5) The Commission must—(a) assign a unique registration number to each external company that hasregistered in accordance with subsection (1);(b) maintain a register of external companies;(c) enter the prescribed information concerning each external company in theregister; and(d) in the case of an external company whose name is a foreign registrationnumber but does not indicate the name of the foreign jurisdiction in which itwas incorporated, append to its name on the registry the name of thatjurisdiction in a manner comparable to that required for a company undersection 11(3)(a).(6) If an external company has failed to register in terms of subsection (1) within 12months after commencing its activities within the Republic, the Commission may issuea compliance notice to that external company requiring it to—(a)(b)register as required by subsection (1) within 20 business days after receivingthe notice; orif it fails to register within the time allowed in paragraph (a), to cease carryingon its business or activities within the Republic.5101520253035404550Form and standards for company records24. (1) Any documents, accounts, books, writing, records or other information that acompany is required to keep in terms of this Act or any other public regulation must bekept—(a) in written form, or in an electronic or other form or manner that allows that(b)information to be converted into written form within a reasonable time; andfor a period of seven years, or any longer period of time specified in any otherapplicable public regulation, subject to subsection (2).(2) If a company has existed for a shorter time than contemplated in subsection (1)(b),the company is required to retain records for that shorter time.5560