With the commencement of the New Companies Act a Section 21 Company will be referred to as a non-profit company (“NPC”) which is very similar in nature.

In terms of the New Companies Act the financial statements of a public companies must be audited. In the case of any other company such statements must only be audited if required by regulation or unless the company voluntarily requests that its financial statements be audited.

If a the financial statements of a company are not audited they must be independently reviewed.

The manner, form and procedures for the conduct of an independent review other than an audit, as well as the professional qualifications, if any, of persons who may conduct such reviews will be determined by regulation.

An NPC will be obliged to have at least 3 (three) directors.

Unfortunately at the time of this note the regulations of the New Companies Act have not been finalised and thus we are unable to provide any comments pertaining to provisions of the New Companies Act which refer to such regulations.

On a general note an existing company may file, within 2 (two) years of the general effective date of the New Companies Act, without charge:

– an amendment to its Memorandum and Articles of Association (or its Memorandum of Incorporation as the aforementioned documents will be referred to once the New Companies Act is effective) to harmonise it with the New Companies Act; and
– if necessary, a notice of name change and a copy of a special resolution.

01 December 2010