In the present case, in which a member of a close corporation was deceased, the executor of the deceased's estate qualified for membership of the corporation. The court found, however, on the plain meaning of the Act, that an executor may hold a member's interest in a close corporation only if the deceased held that member's interest at the time of his death: Only an executor of a deceased estate where the deceased was a member of the close corporation in question falls within the exception in s 29(2)(c).1271I, 1272A-B, 1272F-G.
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Members owe fiduciary duties to the close corporation. The Act gives an overview of the fiduciary duties and sets out to define some of them without prejudice to the generality of the expression "fiduciary relationship." Members must act honestly and in good faith, and exercise their powers to manage or represent the close corporation in its best interests and for its benefit.s 42(2).
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The basic shareholders of "Finances and Credit" bank on 01.04.2009 were the close corporation "F&C; Realty" (46,67%), LTD "Askaniya" (48,88%) and National joint-stock company "Naftohaz Ukrainy" (0,63%).
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A member's interest in a close corporation is expressed as a percentage of the close corporation's total financial interest. It does not have to correspond with the percentage of that member's contribution. The member's interest is a personal right against the close corporation. It entitles him to a pro rata share in the aggregate of the members' interests, as well as to participate in a distribution of the profits and, on liquidation, the remaining assets after all creditors have been paid.
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It was custom that, when Dutch people died, they gave their agricultural land to their sons in equal shares. This led, however, to the fragmentation of farms, which eventually became so small that they were no longer viable. In terms of section 3 of the Subdivision of Agricultural Land Act, therefore, the testator's capacity to subdivide his land has been limited. To get around this legislation, a testator may leave the land to a trust or close corporation, and appoint the beneficiaries as beneficiaries of the trust or close corporation in equal shares.
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A security is defined as a share (depository) within a company or a member's interest in a close corporation (CC). As from 1 April 2012, the "right or entitlement to receive any distribution from a company or close corporation" is no longer deemed to be a security and is covered by dividends tax. Securities Transfer Tax (STT) was implemented from 1 July 2008 under the Securities Transfer Tax Act (2007) and Securities Transfer Tax Administration Act (2007). Simplistically, it is a tax of 0.25% on every transfer of a security.
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Since 1 May 2011, it has been impossible to incorporate a new close corporation in South Africa. There are, however, still hundreds of thousands of close corporations in existence. They are regulated chiefly by the Close Corporations Act.Act 69 of 1984.
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A close corporation is a juristic person distinct from its members. It enjoys perpetual succession, and its members have limited liability. It has the capacity and the powers of a natural person, and is encumbered by a minimal number of formalities. It may be formed by a single person.
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In December 1863, Lincoln said, "The Blairs have to an unusual degree the spirit of clan. Their family is a close corporation. Frank is their hope and pride. They have a way of going with a rush for anything they undertake, especially have Montgomery and the Old Gentleman."Mr.
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Members must act with due care and skill.s 43. If they breach this duty, they will be liable to the close corporation for any loss caused. The degree of care and skill required is that which may reasonably be expected from a person of the particular member's knowledge and experience.
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BEE certificates can be issued by any verification agency so long as they are approved to do so by SANAS or IRBA. Accounting officers registered in term of the Close corporation Act of 1984 can also issue the BBBEE certificates for EMEs The certificate can only be issued once a full verification has been performed.
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The object of section 49 of the Close Corporations Act is to come to the relief of the victim of oppressive conduct. The section gives the court the power to make orders "with a view to settling the dispute" between the members of a close corporation if it is just and equitable to do so. To this end the court is given a wide discretion.
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Genna-Wae Properties v Medico-Tronics (1995) is an important case in the South African law of lease. Medico-Tronics had entered into a written agreement of lease with a certain corporation in terms of which Medico-Tronics hired a unit in a building in Durban for a period of three years, commencing on September 1,1991. At the time the lease was entered into, the close corporation was the owner of the property. On July 30, 1992, ownership of the property passed to Genna-Wae Properties in pursuance of an agreement of purchase and sale.
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The appellant close corporation had, without notice, brought an urgent ex parte application seeking a rule nisi with interim effect against the first and second respondents. The order, referred to as an Anton Piller order by counsel, was granted by the High Court. The order provided for the removal of goods by the sheriff and the handing over of those goods to the appellant. The sheriff, together with a member of the appellant and the appellant's attorney, duly proceeded to the residence of the first and second respondents, and seized what they wanted.
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He thus has a financial interest in the failure or success of the close corporation. In Stellenbosch Farmers' Winery v Distillers Corp.1962 (1) SA 458 (A). is explained the contrast between a mere pecuniary interest and an actual legal right: > The fact that the shareholder is entitled to an aliquot share in the > distribution of the surplus assets when the company is wound up proves that > he is financially interested in the success or failure of the company but > not that he has any right or title to any assets of the company.472A.
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If there is a breach of these duties, the member will be liable to the close corporation for any loss suffered or benefit derived. Although the Act gives examples of the fiduciary duties owed by members, those merely supplement the common-law duties, which remain applicable. In Robinson v Randfontein Estates Gold Mining,1921 AD 168. the Appellate Division refused to recognise the separate legal personality of a subsidiary where Robinson had attempted to use it as a device for evading the fiduciary duties he owed to the holding company as director.
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It does not deal in shares and share capital; instead, there are "members' interests," which are determined as a percentage of ownership. There are, with close corporations, no strict rules relating to the maintenance of capital, and they also enjoy flexibility in the arrangement of their internal relationships. There are no directors: All members have an equal say, but they carry the risk of personal liability. The fiduciary duties and duties of care and skill are codified, and the accounting and disclosure provisions are less extensive for a close corporation than for, say, a public company.
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The earlies research work of Referat Vauck, carried out in close corporation with the evaluation section of FU III, was devoted to clarifying the use of Call signs and to ascertaining systems of Indicator groups and coding tables in different procedures. Material, in the shape of old messages which had been gathered in the past, was examined. Simultaneously a search began for possible sources of compromise within the various ciphers under investigations. To supplement this research work an arrangement was made with the appropriate agencies to allow representatives of Referat Vauck to take part in important arrests and in the interrogation of agents.
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For many years Ihor Lytovchenko has been recognized as the best top manager in the sphere of telecommunications according to the main Ukrainian business media's ratings (Companion, TOP-100, GVardiya), while Kyivstar heads the list of the best and the most effective companies of Ukraine. It is under the command of Ihor Lytovchenko that the company has taken the leading positions as the top cellular operator and internet provider in the national telecommunications market. In 2010 Ihor Lytovchenko headed the business unit "Ukraine" company VimpelCom Ltd., which united Ukrainian telecom operators - Kyivstar and Beeline - Ukraine (close corporation Ukrainian Radio Systems and limited company Golden Telecom).
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Carlisle was a borough by prescription, and received its first royal charter from Henry II. It enjoyed the title of "city" by virtue of being the see of an Anglican bishop from 1133. The original charter was lost in 1292 when much of the city was destroyed by fire. In 1352 Edward III granted the city a new charter which confirmed the rights previously enjoyed, and created a close corporation consisting of a mayor and bailiffs. Among the privileges granted to the corporation were the holding of a sixteen-day market beginning on the Feast of the Assumption and the right to the King's fishery in the River Eden.
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The court held that the subsidiary company was no different from the holding company, because it was a mere device or camouflage to allow Robinson to evade his fiduciary duties to the holding company. In Cohen v Segal,1970 (3) SA 702 (W). the court held that a dividend may not be declared which has the effect of diverting a portion of the corpus of the company (or close corporation) to the shareholders. A dividend may, therefore, generally speaking, be declared only out of profits, and a resolution which declares a dividend to be paid out of the capital of the company is ultra vires the company.706A-B.
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In comparison, compulsory schooling in France or Great Britain was not successfully enacted until the 1880s.James van Horn Melton, Absolutism and the Eighteenth-Century Origins of Compulsory Schooling in Prussia and Austria (2003) The Prussian system consisted of an eight-year course of primary education, called Volksschule. It provided not only basic technical skills needed in a modernizing world (as reading and writing), but also music (singing), religious (Christian) education in close corporation with the churches and tried to impose a strict ethos of duty, soberness and discipline. Mathematic and calculus were not compulsory in the start and taking such courses was requiring additional payment by parents.
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Under James II in 1687 six commissioners were appointed to "regulate" the corporations and remove from them all persons who were opposed to the abolition of the penal laws against Catholics. The new appointments were made under a writ which ran, "We will and require you to elect" (a named person). When James II sought to withdraw from his disastrous policy, he issued a proclamation restoring to the boroughs their ancient charters. The governing charter thenceforth in many boroughs, though not in all, was the charter which had established a close corporation, and from this time on to 1835 the boroughs made no progress in constitutional growth.
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There was no appearance for the second respondent. In terms of section 29(1) of the Close Corporations Act,Act 69 of 1984. only natural persons are permitted to be members of a close corporation, subject to certain exceptions in section 29(2)(b) and (c). In terms of s 29(2)(c), "a natural or juristic person, nomine officii who, in the case of a member who is insolvent, deceased, mentally disordered or otherwise incapable or incompetent to manage his affairs, is a trustee of his insolvent estate or an administrator, executor or curator in respect of such member or is otherwise a person who is his duly appointed or authorised legal representative" qualifies for membership.
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The Geological Survey of Denmark and Greenland () is the independent sector research institute under the Danish Ministry of Climate and Energy. GEUS is an advisory, research and survey institute in hydrogeology, geophysics, geochemistry, stratigraphy, glaciology, ore geology, marine geology, mineralogy, climatology, environmental history, air photo interpretation, geothermal energy fields concerning Denmark and Greenland. GEUS works in close corporation with Geologisk Institut and Geologisk Museum, both part of University of Copenhagen. It publishes a service paper called Greenland Hydrocarbon Exploration Information Service (GHEXIS) and a newsletter called Greenland Mineral Exploration Newsletter (MINEX) in co-operation with the Bureau of Minerals and Petroleum (Råstofdirektoratet), a secretariat for the Joint Committee on Mineral Resources under Greenland’s home rule.
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The law of conveyancing in South Africa refers the legal process whereby a person, company, close corporation or trust becomes the registered and legal owner of immovable property, including improved and unimproved land, houses, farms, flats and sectional titles, as well as the registration of bonds and other rights to fixed properties, including servitudes, usufructs and the like. It entails the transfer process from the date the deed of sale is signed to the date of payment of finances and delivery of the deeds. It also covers the process of the registration of mortgages. Conveyancing in South Africa may only be carried out by a licensed conveyancer: an attorney who has passed the National Conveyancing Examination.
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Incorporeal property, whether movable or immovable, may also be attached. Such property may take the form of a lease, a bill of exchange, a promissory note, a bond or other security for the payment of money. It may also take the form of an interest in a partnership, shares in a company, or a member's interest in a close corporation. Any debts which are owed or accruing from a third person to the judgment debtor may be attached and executed upon by way of a garnishee order. In terms of such an order, the third person, known as the “garnishee,” will be ordered to pay the debt, or part thereof, to the judgment creditor, rather than to the judgment debtor.
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A privately held company, private company, or close corporation is a corporation that is not owned by the government, non-governmental organizations or by a relatively small number of shareholders or company members which does not offer or trade its company stock (shares) to the general public on the stock market exchanges, but rather the company's stock is offered, owned and traded or exchanged privately or over-the-counter. More ambiguous terms for a privately held company are closely held corporation, unquoted company, and unlisted company. Though less visible than their publicly traded counterparts, private companies have major importance in the world's economy. In 2008, the 441 largest private companies in the United States accounted for ($1.8 trillion) in revenues and employed 6.2 million people, according to Forbes.
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Originally, RVR was led by Sheltam Rail Corporation of Sheltam Trade Close Corporation (STCC) of South Africa that had experience with managing other African railways. Minor partners of the consortium were Kenya's Prime Fuels (15 percent), Mirambo Holdings of Tanzania (10 percent), and Comazar (10 percent) and the CDIO Institute for Africa Development Trust (4 percent), both of South Africa. The consortium planned to invest in the railway system, upgrade it, reduce inefficiencies, use a smaller work force, and generate an annual concession fee of 11.1 percent in each country. In addition, it would have paid US$1 million annually for the passenger service concession in Kenya and $500,000 annually to Uganda for the same reason. On 28 July 2006, the East African Standard reported that the take-over, originally planned for 1 August 2006, was postponed to 1 November 2006.
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The tendency for the close corporation to treat the members of the governing body as the only corporators, and to repudiate the idea that the corporation was answerable to the inhabitants of the borough if the corporate property was squandered, became more and more manifest as the history of the past slipped into oblivion. The corporators came to regard themselves as members of a club, legally warranted in dividing the lands and goods of the same among themselves whensoever such a division should seem profitable. Even where the constitution of the corporation was not close by charter, the franchise tended to become restricted to an ever-dwindling electorate, as the old methods for the extension of the municipal franchise by other means than inheritance died out of use. At Ipswich in 1833 the "freemen" numbered only one fifty-fifth of the population.
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The respondent, initially the plaintiff, had sold and caused to be transferred certain fixed property to the first appellant, which had been the first defendant, and was a close corporation. The second appellant (the second defendant) was one of the members of the first defendant. The plaintiff instituted an action in a Local Division claiming re-transfer. The claim was upheld on the ground that the plaintiff had subsequently cancelled the sale. The agreement of sale, which was entered into in April 1991, provided for a purchase price of R120,000, payable as to R70,000 "on signature hereof," and as to the balance of R50,000 at a rate of R500 per month. Although the plaintiff's claim was initially based on an alleged misrepresentation by the second defendant, the plaintiff had, during the course of the trial, several times amended her particulars of claim, eventually claiming re-transfer only on the following bases: # that the first defendant had repudiated the contract by refusing to pay the amount of R70,000, and that the plaintiff had accepted such repudiation;Para 7.7 of the plaintiff's particulars of claim, as amended in terms of notice of motion dated May 6, 1993.
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