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Disposal of the whole or greater part of the Assets of a Company

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When the seller of immovable property is a company or a close corporation, and the company or close corporation disposes of the whole or the major part of its assets (for instance when a company / cc having only one asset being its immovable property sells that property) remember that compliance with the following provisions are necessary:

  1. If the seller is a company, section 228 of the Companies Act requires that a special resolution by the shareholders of the company be passed in order to dispose of the whole of the major part of the assets of the company.

    Remember that a special resolution by shareholders has to be registered with the Companies office. For a detailed list of the requirements view the following link: www.ghostdigest.co.za/code/A_1568.html
  1. If the seller is a close corporation, note that section 46 (b) (ii) of the Close Corporation Act 69 of 1984 determines that written consent of the member/s holding at least 75% of the members interest in the close corporation is required.

    Therefore ensure that the required consents and proper resolutions are obtained prior to the disposal.

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