World Intellectual Property Organization

Afrique du Sud

Companies Act 2008 (Act No. 71 of 2008)

 

 


Government Gazette

Vol. 526 Cape Town 9 April 2009 No. 32121

THE PRESIDENCY

No. 421 9 April 2009

It is hereby notified that the President has assented to the following Act, which is hereby published for general information:–

No. 71 of 2008: Companies Act, 2008.

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  1. Modied application with respect to state-owned companies
  2. Modied application with respect to non-prot companies

CHAPTER 2 FORMATION, ADMINISTRATION AND DISSOLUTION OF COMPANIES

Part A 5

Reservation and registration of company names
  1. Criteria for names of companies
  2. Reservation of name for later use

Part B

Incorporation and legal status of companies 10
  1. Right to incorporate company
  2. Registration of company
  3. Memorandum of Incorporation, shareholder agreements and rules of company
  4. Amending Memorandum of Incorporation 15
  5. Alterations, translations and consolidations of Memorandum of Incorporation
  6. Authenticity of versions of Memorandum of Incorporation
  7. Legal status of companies
  8. Validity of company actions
  9. Pre-incorporation contracts 20
  10. Reckless trading prohibited

Part C

Transparency, accountability and integrity of companies
  1. External companies and registered office
  2. Form and standards for company records 25
  3. Location of company records
  4. Access to company records
  5. Financial year of company
  6. Accounting records
  7. Financial statements 30
  8. Annual nancial statements
  9. Access to nancial statements or related information
  10. Use of company name and registration number
  11. Annual return
  12. Additional accountability requirements for certain companies 35

Part D

Capitalisation of prot companies
  1. Legal nature of company shares and requirement to have shareholders
  2. Authorisation for shares
  3. Preferences, rights, limitations and other share terms 40
  4. Issuing shares
  5. Pre-emptive right to be offered and to subscribe shares
  6. Consideration for shares
  7. Shareholder approval for issuing shares in certain cases
  8. Options for subscription of securities 45
  9. Securities other than shares
  10. Financial assistance for subscription of securities
  11. Loans or other nancial assistance to directors
  12. Distributions must be authorised by board
  13. Capitalisation shares
  14. Company or subsidiary acquiring company’s shares

Part E

Securities registration and transfer
  1. Securities to be evidenced by certicates or uncerticated
  2. Securities register and numbering
  3. Registration and transfer of certicated securities
  4. Registration of uncerticated securities
  5. Transfer of uncerticated securities
  6. Substitution of certicated or uncerticated securities
  7. Liability relating to uncerticated securities
  8. Benecial interest in securities

Part F

Governance of companies
  1. Interpretation and restricted application of Part
  2. Shareholder right to be represented by proxy
  3. Record date for determining shareholder rights
  4. Shareholders acting other than at meeting
  5. Shareholders meetings
  6. Notice of meetings
  7. Conduct of meetings
  8. Meeting quorum and adjournment
  9. Shareholder resolutions
  10. Board, directors and prescribed officers
  11. First director or directors
  12. Election of directors
  13. Ineligibility and disqualication of persons to be director or prescribed officer
  14. Vacancies on board
  15. Removal of directors
  16. Board committees
  17. Board meetings
  18. Directors acting other than at meeting
  19. Director’s personal nancial interests
  20. Standards of directorsconduct
  21. Liability of directors and prescribed officers
  22. Indemnication and directorsinsurance

Part G

Winding-up of solvent companies and deregistering companies
  1. Winding-up of solvent companies
  2. Voluntary winding-up of solvent company
  3. Winding-up of solvent companies by court order
  4. Dissolution of companies and removal from register
  5. Effect of removal of company from register

CHAPTER 3

ENHANCED ACCOUNTABILITY AND TRANSPARENCY

Part A

Application and general requirements of Chapter

  1. Application of Chapter
  2. Registration of secretaries and auditors

Part B

Company secretary
  1. Mandatory appointment of company secretary
  2. Juristic person or partnership may be appointed company secretary
  3. Duties of company secretary
  4. Resignation or removal of company secretary

Part C

Auditors
  1. Appointment of auditor
  2. Resignation of auditors and vacancies
  3. Rotation of auditors
  4. Rights and restricted functions of auditors

Part D

Audit committees

94. Audit committees

CHAPTER 4

PUBLIC OFFERINGS OF COMPANY SECURITIES

  1. Application and interpretation of Chapter
  2. Offers that are not offers to public
  3. Standards for qualifying employee share schemes
  4. Advertisements relating to offers
  5. General restrictions on offers to public
  6. Requirements concerning prospectus
  7. Secondary offers to public
  8. Consent to use of name in prospectus
  9. Variation of agreement mentioned in prospectus
  10. Liability for untrue statements in prospectus
  11. Liability of experts and others
  12. Responsibility for untrue statements in prospectus
  13. Time limit as to allotment or acceptance
  14. Restrictions on allotment
  15. Voidable allotment
  16. Minimum interval before allotment or acceptance
  17. Conditional allotment if prospectus states securities to be listed

CHAPTER 5 FUNDAMENTAL TRANSACTIONS, TAKEOVERS AND OFFERS

Part A

Approval for certain fundamental transactions
  1. Proposals to dispose of all or greater part of assets or undertaking
  2. Proposals for amalgamation or merger
  3. Proposals for scheme of arrangement
  4. Required approval for transactions contemplated in Part
  5. Implementation of amalgamation or merger

Part B

Authority of Panel and Takeover Regulations
  1. Denitions applicable to this Part, Part C and Takeover Regulations
  2. Application of this Part, Part C and Takeover Regulations
  3. Panel regulation of affected transactions
  4. Takeover Regulations

Part C

Regulation of affected transactions and offers
  1. General requirement concerning transactions and offers
  2. Required disclosure concerning certain share transactions
  3. Mandatory offers
  4. Compulsory acquisitions and squeeze-out
  5. Comparable and partial offers
  6. Restrictions on frustrating action
  7. Prohibited dealings before and during an offer

CHAPTER 6

BUSINESS RESCUE AND COMPROMISE WITH CREDITORS

Part A

Business rescue proceedings
  1. Application and denitions applicable only to Chapter
  2. Company resolution to begin business rescue proceedings
  3. Objections to company resolution
  4. Court order to begin business rescue proceedings
  5. Duration of business rescue proceedings
  6. General moratorium on legal proceedings against company
  7. Protection of property interests
  8. Post-commencement nance
  9. Effect of business rescue on employees and contracts
  10. Effect on shareholders and directors

Part B

Practitioner’s functions and terms of appointment
  1. Qualications of practitioners
  2. Removal and replacement of practitioner
  3. General powers and duties of practitioner
  4. Investigation of affairs of company
142. 143. Directors of company to co-operate with and assist practitioner Remuneration of practitioner
Part C
Rights of affected persons during business rescue proceedings
144. 145. 146. 147. 148. 149. Rights of employees Participation by creditors Participation by holders of company’s securities First meeting of creditors First meeting of employeesrepresentatives Functions, duties and membership of committees of affected persons 5 10
Part D
Development and approval of business rescue plan
150. 151. 152. 153. 154. Proposal of business rescue plan Meeting to determine future of company Consideration of business rescue plan Failure to adopt business rescue plan Discharge of debts and claims 15
Part E
Compromise with creditors
155. Compromise between company and creditors 20
CHAPTER 7
REMEDIES AND ENFORCEMENT
Part A
General principles
156. 157. 158. 159. Alternative procedures for addressing complaints or securing rights Extended standing to apply for remedies Remedies to promote purpose of Act Protection for whistle-blowers 25
Part B
Rights to seek specic remedies 30
160. 161. 162. 163. 164. 165. Disputes concerning reservation or registration of company names Application to protect rights of securities holders Application to declare director delinquent or under probation Relief from oppressive or prejudicial conduct or from abuse of separate juristic personality of company Dissenting shareholdersappraisal rights Derivative actions 35
Part C
Voluntary resolution of disputes
166. 167. Alternative dispute resolution Dispute resolution may result in consent order 40

Part D

Complaints to Commission or Panel
  1. Initiating complaint
  2. Investigation by Commission or Panel
  3. Outcome of investigation
  4. Issuance of compliance notices
  5. Objection to notices
  6. Consent orders
  7. Referral of complaints to court
  8. Administrative nes

Part E

Powers to support investigations and inspections
  1. Summons
  2. Authority to enter and search under warrant
  3. Powers to enter and search
  4. Conduct of entry and search

Part F

Companies Tribunal adjudication procedures
  1. Adjudication hearings before Tribunal
  2. Right to participate in hearing
  3. Powers of Tribunal adjudication hearing
  4. Rules of procedure
  5. Witnesses

CHAPTER 8

REGULATORY AGENCIES AND ADMINISTRATION OF ACT

Part A

Companies and Intellectual Property Commission

  1. Establishment of Companies and Intellectual Property Commission
  2. Commission objectives
  3. Functions of Commission
  4. Reporting, research, public information and relations with other regulators
  5. Appointment of Commissioner
  6. Minister may direct policy and require investigation
  7. Establishment of specialist committees
  8. Constitution of specialist committees

Part B

Companies Tribunal

193 Establishment of Companies Tribunal

  1. Appointment of Companies Tribunal
  2. Functions of Companies Tribunal
Part C

Takeover Regulation Panel

  1. Establishment of Takeover Regulation Panel
  2. Composition of Panel
  3. Chairperson and deputy chairpersons
  4. Meetings of Panel
  5. Executive of Panel
  6. Functions of Panel
  7. Takeover Special Committee

Part D

Financial Reporting Standards Council
  1. Establishment and composition of Council
  2. Functions of Council

Part E

Administrative provisions applicable to Agencies
  1. Qualications for membership
  2. Conicting interests of agency members
  3. Resignation, removal from office and vacancies
  4. Conicting interests of employees
  5. Appointment of inspectors and investigators
  6. Finances
  7. Reviews and reports to Minister
  8. Condential information

CHAPTER 9

OFFENCES, MISCELLANEOUS MATTERS AND GENERAL PROVISIONS

Part A

Offences and penalties
  1. Breach of condence
  2. False statements, reckless conduct and non-compliance
  3. Hindering administration of Act
  4. Penalties
  5. Magistrate’s Court jurisdiction to impose penalties

Part B

Miscellaneous matters
  1. Civil actions
  2. Limited time for initiating complaints
  3. Serving documents
  4. Proof of facts
  5. State liability

Part C

Regulations, consequential matters and commencement
  1. Regulations
  2. Consequential amendments, repeal of laws and transitional arrangements
  3. Short title and commencement

SCHEDULE 1

PROVISIONS CONCERNING NON-PROFIT COMPANIES
  1. Objects and policies
  2. Fundamental transactions
  3. Incorporators of non-prot company
  4. Members
  5. Directors

SCHEDULE 2

CONVERSION OF CLOSE CORPORATIONS TO COMPANIES
  1. Notice of conversion of close corporation
  2. Effect of conversion on legal status

SCHEDULE 3

AMENDMENT OF LAWS

A: Close Corporations Act, 1984

  1. Amendments to Close Corporations Act denitions
  2. Limitation of period to incorporate close corporations or convert companies
  3. Legal status of close corporations
  4. Names of corporations
  5. Transparency and accountability of close corporations
  6. Rescue of nancially distressed close corporations
  7. Dissolution of corporations
  8. Deregistration of corporations

B: Consequential amendments to certain other Acts listed in Schedule 4

SCHEDULE 4

LEGISLATION TO BE ENFORCED BY COMMISSION

SCHEDULE 5

TRANSITIONAL ARRANGEMENTS
  1. Interpretation
  2. Continuation of pre-existing companies
  3. Pending lings
  4. Memorandum of Incorporation and rules
  5. Pre-incorporation contracts
  6. Par value of shares, treasury shares, capital accounts and share certicates
  7. Company nance and governance
  8. Company names and name reservations
  9. Continued application of previous Act to winding-up and liquidation
  10. Preservation and continuation of court proceedings and orders
  11. General preservation of regulations, rights, duties, notices and other instruments
  12. Transition of regulatory agencies
  13. Continued investigation and enforcement of previous Act
  14. Regulations
CHAPTER 1
INTERPRETATION, PURPOSE AND APPLICATION
Part A
Interpretation
Denitions 5
1. In this Act, unless the context indicates otherwise
‘‘advertisement’means any direct or indirect communication transmitted by any
medium, or any representation or reference written, inscribed, recorded, encoded
upon or embedded within any medium, by means of which a person seeks to bring
any information to the attention of all or part of the public; 10
‘‘agreement’includes a contract, or an arrangement or understanding between or
among two or more parties that purports to create rights and obligations between or
among those parties;
‘‘alterable provision’means a provision of this Act in which it is expressly
contemplated that its effect on a particular company may be negated, restricted, 15
limited, qualied, extended or otherwise altered in substance or effect by that
company’s Memorandum of Incorporation;
‘‘alternate director’means a person elected or appointed to serve, as the occasion
requires, as a member of the board of a company in substitution for a particular
elected or appointed director of that company; 20
‘‘amalgamation or merger’means a transaction, or series of transactions,
pursuant to an agreement between two or more companies, resulting in
(a) the formation of one or more new companies, which together hold all of the
assets and liabilities that were held by any of the amalgamating or merging
companies immediately before the implementation of the agreement, and the 25
dissolution of each of the amalgamating or merging companies; or
(b) the survival of at least one of the amalgamating or merging companies, with
or without the formation of one ore more new companies, and the vesting in
the surviving company or companies, together with such new companies, of
all of the assets and liabilities that were held by any of the amalgamating or 30
merging companies immediately before the implementation of the agreement;
‘‘amalgamated or merged company’means a company that either
(a) was incorporated pursuant to an amalgamation or merger agreement; or
(b) was an amalgamating or merging company and continued in existence after
the implementation of the amalgamation or merger agreement, 35
and holds any part of the assets and liabilities that were held by any of the
amalgamating or merging companies immediately before the implementation of
the agreement;
‘‘amalgamating or merging company’means a company that is a party to an
amalgamation or merger agreement; 40
‘‘annual general meeting’means the meeting of a public company required by
section 61(7);
‘‘audit’has the meaning set out in the Auditing Profession Act;
‘‘Auditing Profession Act’means the Auditing Profession Act, 2005 (Act No. 26
of 2005); 45
‘‘auditor’has the meaning set out in the Auditing Professions Act;
‘‘Banks Act’means the Banks Act, 1993 (Act No.124 of 1993);
‘‘benecial interest’’, when used in relation to a company’s securities, means the
right or entitlement of a person, through ownership, agreement, relationship or
otherwise, alone or together with another person to 50
(a) receive or participate in any distribution in respect of the company’s
securities;
(b) exercise or cause to be exercised, in the ordinary course, any or all of the rights
attaching to the company’s securities; or
(c) dispose or direct the disposition of the company’s securities, or any part of a 55
distribution in respect of the securities,

but does not include any interest held by a person in a unit trust or collective investment scheme in terms of the Collective Investment Schemes Act, 2002 (Act No. 45 of 2002); ‘‘board’means the board of directors of a company; ‘‘business days’has the meaning determined in accordance with section 5(3); ‘‘Cabinet’means the body of the national executive described in section 91 of the Constitution; ‘‘central securities depository’has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004); ‘‘close corporation’means a juristic person incorporated under the Close Corporations Act, 1984 (Act No. 69 of 1984); ‘‘Commission’means the Companies and Intellectual Property Commission established by section 185; ‘‘Commissioner’means the person appointed to or acting in the office of that name, as contemplated in section 189; ‘‘Companies Tribunal’means the Companies Tribunal established in terms of section 193; ‘‘companies register’means the register required to be established by the Commission in terms of section 187(4); ‘‘company’means a juristic person incorporated in terms of this Act, or a juristic person that, immediately before the effective date

(a)
was registered in terms of the
(i)
Companies Act, 1973 (Act No. 61 of 1973), other than as an external company as dened in that Act; or
(ii)
Close Corporations Act, 1984 (Act No. 69 of 1984), if it has subsequently been converted in terms of Schedule 2;
(b)
was in existence and recognised as an ‘existing companyin terms of the Companies Act, 1973 (Act No. 61 of 1973); or
(c)
was deregistered in terms of the Companies Act, 1973 (Act No. 61 of 1973),
and has subsequently been re-registered in terms of this Act; ‘‘Competition Act’’, means the Competition Act, 1998 (Act No. 89 of 1998); ‘‘consideration’means anything of value given and accepted in exchange for any property, service, act, omission or forbearance or any other thing of value, including
(a)
any money, property, negotiable instrument, securities, investment credit facility, token or ticket;
(b)
any labour, barter or similar exchange of one thing for another; or
(c)
any other thing, undertaking, promise, agreement or assurance, irrespective of
its apparent or intrinsic value, or whether it is transferred directly or indirectly; ‘‘Constitution’means the Constitution of the Republic of South Africa, 1996; ‘‘convertible securities’means any securities of a company that may, by their terms, be converted into other securities of the company, including
(a)
any non-voting securities issued by a company and which will become voting securities
(i)
on the happening of a designated event; or
(ii)
if the holder of those securities so elects at some time after acquiring them; and
(b)
options to acquire securities to be issued by the company, irrespective of whether or not those securities may be voting securities, or non-voting securities contemplated in paragraph (a);

‘‘co-operative’means a juristic person as dened in the Co-operatives Act, 2005 (Act No. 14 of 2005); ‘‘Council’means the Financial Reporting Standards Council established by section 203;

‘‘director’means a member of the board of a company, as contemplated in section 66, or an alternate director of a company and includes any person occupying the position of a director or alternate director, by whatever name designated; ‘‘distribution’means a direct or indirect

(a)
transfer by a company of money or other property of the company, other than its own shares, to or for the benet of one more holders of any of the shares of that company or of another company within the same group of companies, whether
(i)
in the form of a dividend;
(ii)
as a payment in lieu of a capitalisation share, as contemplated in section 47;
(iii) is consideration for the acquisition(aa) by the company of any of its shares, as contemplated in section 48; or (bb) by any company within the same group of companies, of any shares of a company within that group of companies; or (iv) otherwise in respect of any of the shares of that company or of another company within the same group of companies, subject to section 164(19);
(b)
incurrence of a debt or other obligation by a company for the benet of one or more holders of any of the shares of that company or of another company within the same group of companies; or
(c)
forgiveness or waiver by a company of a debt or other obligation owed to the company by one more holders of any of the shares of that company or of another company within the same group of companies,
but does not include any such action taken upon the nal liquidation of the company; ‘‘effective date’’, with reference to any particular provision of this Act, means the date on which that provision came into operation in terms of section 225; ‘‘electronic communication’has the meaning set out in section 1 of the Electronic Communications and Transactions Act; ‘‘Electronic Communications and Transactions Act’means the Electronic Communications and Transactions Act, 2002 (Act No. 25 of 2002); ‘‘employee share scheme’has the meaning set out in section 95(1)(c); ‘‘exchange’when used as a noun, has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004); ‘‘exercise’’, when used in relation to voting rights, includes voting by proxy, nominee, trustee or other person in a similar capacity; ‘‘ex officio director’means a person who holds office as a director of a particular company solely as a consequence of that person holding some other office, title, designation or similar status specied in the company’s Memorandum of Incorporation; ‘‘external company’means a foreign company that is carrying on business, or non-prot activities, as the case may be, within the Republic, subject to section 23(2); ‘‘le’’, when used as a verb, means to deliver a document to the Commission in the manner and form, if any, prescribed for that document; ‘‘nancial reporting standards’’, with respect to any particular company’s nancial statements, means the standards applicable to that company, as prescribed in terms of section 29(4) and (5); ‘‘nancial statement’includes
(a)
annual nancial statements and provisional annual nancial statements;
(b)
interim or preliminary reports;
(c)
group and consolidated nancial statements in the case of a group of companies; and
(d)
nancial information in a circular, prospectus or provisional announcement of results, that an actual or prospective creditor or holder of the company’s securities, or the Commission, Panel or other regulatory authority, may reasonably be expected to rely on;
‘‘foreign company’means an entity incorporated outside the Republic, irrespective of whether it is
(a)
a prot, or non-prot, entity; or
(b)
carrying on business or non-prot activities, as the case may be, within the
Republic; ‘‘general voting rights’means voting rights that can be exercised generally at a general meeting of a company; ‘‘group of companies’means two or more companies that share a holding company or subsidiary relationship; ‘‘holding company’’, in relation to a subsidiary, means a juristic person or undertaking that controls that subsidiary; ‘‘Human Rights Commission’means the South African Human Rights Commission established in terms of Chapter 9 of the Constitution; ‘‘incorporator’’, when used
(a)
with respect to a company incorporated in terms of this Act, means a person who incorporated that company, as contemplated in section 13; or
(b)
with respect to a pre-existing company, means a person who took the relevant actions comparable to those contemplated in section 13 to bring about the incorporation of that company;
‘‘individual’means a natural person; ‘‘inspector’means a person appointed as such in terms of section 209; ‘‘investigator’means a person appointed as such in terms of section 209; ‘‘inter-related’’, when used in respect of three or more persons, means persons who are related to one another in a series of relationships, as contemplated in section 2(1)(d); ‘‘juristic person’includes
(a)
a foreign company; and
(b)
a trust, irrespective of whether or not it was established within or outside the
Republic; ‘‘knowing’’, ‘‘knowingly’or ‘‘knows’’, when used with respect to a person, and in relation to a particular matter, means that the person either
(a)
had actual knowledge of that matter;
(b)
was in a position in which the person reasonably ought to have
(i)
had actual knowledge;
(ii)
investigated the matter to an extent that would have provided the person with actual knowledge; or

(iii) taken other measures which, if taken, would reasonably be expected to

have provided the person with actual knowledge of the matter; ‘‘listed securities’has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004); ‘‘Master’means the person holding the office of that name in terms of the Supreme Court Act, 1959 (Act No. 59 of 1959); ‘‘material’’, when used as an adjective, means signicant in the circumstances of a particular matter, to a degree that is

(a)
of consequence in determining the matter; or
(b)
might reasonably affect a person’s judgement or decision-making in the
matter; ‘‘member’’, when used in reference to a non-prot company, means a person who holds membership in, and specied rights in respect of, that non-prot company, as contemplated in item 4 of Schedule 1; ‘‘Memorandum of Incorporation’means the document, as amended from time to time
(a)
that sets out rights, duties and responsibilities of shareholders, directors and others within and in relation to a company, and other matters as contemplated in section 15; and
(b)
by which
(i)
the company was incorporated in terms of this Act, as contemplated in section 13; or
(ii)
a pre-existing company was structured and governed before the later of(aa) the effective date; or (bb) the date it was converted to a company in terms of Schedule 2;

‘‘Minister’means the member of the Cabinet responsible for companies; ‘‘nominee’has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004); ‘‘non-prot company’means a company

(a)
incorporated for a public benet or other object as required by item 1(1) of Schedule 1; and
(b)
the income and property of which are not distributable to its incorporators, members, directors, officers or persons related to any of them except to the extent permitted by item 1(3) of Schedule 1;
‘‘Notice of Incorporation’means the notice to be led in terms of section 13(1), by which the incorporators of a company inform the Commission of the incorporation of that company, for the purpose of having it registered; ‘‘official language’means a language mentioned in section 6(1) of the Constitution; ‘‘ordinary resolution’means a resolution adopted
(a)
at a shareholders meeting, with the support of more than 50% of the voting rights exercised on the resolution, or a higher percentage as contemplated in section 65(8); or
(b)
by holders of a company’s securities acting other than at a meeting, as
contemplated in section 60; ‘‘organ of state’has the meaning set out in section 239 of the Constitution; ‘‘Panel’means the Takeover Regulation Panel, established by section 196; ‘‘participant’has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004); ‘‘person’includes a juristic person; ‘‘personal nancial interest’’, when used with respect to any person
(a)
means a direct material interest of that person, of a nancial, monetary or economic nature, or to which a monetary value may be attributed; but
(b)
does not include any interest held by a person in a unit trust or collective investment scheme in terms of the Collective Investment Schemes Act, 2002 (Act No. 45 of 2002), unless that person has direct control over the investment decisions of that fund or investment;
‘‘personal liability company’means a company whose Memorandum of Incorporation states that the company is a personal liability company, as contemplated in section 8(2)(c); ‘‘pre-existing company’means a company contemplated in paragraph (a), (b) or
(c)
of the denition of ‘companyin this section; ‘‘pre-incorporation contract’means an agreement entered into before the incorporation of a company by a person who purports to act in the name of, or on behalf of, the company, with the intention or understanding that the company will be incorporated, and will thereafter be bound by the agreement; ‘‘premises’includes land, or any building, structure, vehicle, ship, boat, vessel, aircraft or container; ‘‘prescribed’means determined, stipulated, required, authorised, permitted or otherwise regulated by a regulation or notice made in terms of this Act; ‘‘prescribed officer’means the holder of an office, within a company, that has been designated by the Minister in terms of section 66(11); ‘‘present at a meeting’means to be present in person, or abl