Section 5: Continuation

5. Continuation (1) A company incorporated under a foreign law which— (a) satisfies the requirements provided in the Companies Act for the registration of a company; and (b) satisfied the requirements of this Act for the incorporation of a protected cell company, may continue as a protected cell company under section 4 (1) (c). (2) The articles of continuation containing the particulars referred to in subsection (3) shall be approved— (a) by a majority of the directors or the other persons who are charged with exercising the powers of the company; or (b) in such other manner as may be established by the company for exercising the powers of the company. P42 – 3 [Issue 1] Protected Cell Companies Act (3) The articles of continuation shall— (a) contain— (i) the name of the company and the name under which it is being continued; (ii) the name of the jurisdiction under which it is incorporated; (iii) the date on which it was incorporated; (iv) the information required to be included in the constitution of a company in accordance with section 42 of the Companies Act; and (v) the amendments to its Memorandum and Articles or their equivalent that are to be effective upon registration under this Act of the articles of continuation; (b) be submitted, together with a copy of the Memorandum and Articles of the company, or their equivalent, and any evidence satisfactory to the Registrar that the company is in good standing, to the Registrar who shall retain and register them. (4) On payment of such a fee as may be prescribed and on registration of the articles of continuation, the Registrar shall issue a certificate of continuation, certifying that the company is incorporated as a protected cell company. [S. 5 amended by Act 25 of 2000; s. 362 (3) (d) of Act 15 of 2001 w.e.f. 1 December 2001.]