S.L. 234.42 Art. 8Single member companies.

(1) Companies regulated by these regulations may be constituted by and have a single member notwithstanding any other provision of these regulations.

(2) A company may have a single member upon registration or it may become a single member company through the acquisition of all its shares by one person or in which inter vivos causa mortis, case it shall file a notice to that effect within fourteen days in terms of the Seventh Schedule.

(3) The single member shall exercise the powers of the general meeting of the company and the decisions taken by him in this capacity shall be recorded as minutes of the general meeting and the provisions of these regulations regulating general meetings shall be construed accordingly. The decisions referred to in this paragraph shall be deemed to be resolutions of the company for the purposes of the application of the provisions of these regulations:

Provided that the provisions of this paragraph shall not prejudice the rights of the auditors of the company under the provisions of regulation 87 of these regulations and the directors of the company under the provisions of regulation 52, and the rights granted to persons as are, by the articles of the company, entitled to receive notices of, attend and be heard at general meetings of the company.

(4) When a single member of a company is also the sole director of the company all provisions of these regulations and any memorandum and articles of association relating to general meetings shall be deemed to refer to the board of directors, and resolutions of the board of directors shall qualify as general meeting resolutions when the latter are required by law or the articles of the company.

(5) The single member shall record in writing all the agreements between him and the company as represented by him in a minute book kept by the company specifically for the purpose: Provided that current operations concluded under normal conditions need not be recorded in such minute book.

(6) When a company ceases to be a single member company, it shall within fourteen days, deliver to the Registrar for registration a notice specifying the fact that it is no longer a single member company and the provisions of this regulation shall not apply to such company from the date it has ceased to be a single member company.

(7) All decisions taken by the single member as aforesaid shall be considered as extraordinary resolutions for the purposes of these regulations.

(8) If default is made in complying with the provisions of subregulations (2) and (6) every officer of the company who is in default shall be liable to a penalty and, for every day during which the default continues, to a further penalty.