| (1) |
The old Corporation is, with effect from a date determined by the Minister by notice in the Gazette, which may be a date prior to the commencement of this Act, deemed to be a public company incorporated in terms of the Companies Act, to be known as the South African Broadcasting Corporation Limited. |
| (2) |
The Corporation must have a share capital as contemplated in section 19 of the Companies Act with the State as its sole shareholder with effect from the date of conversion. |
| (3) |
The Minister must determine the memorandum and articles of association of the Corporation and must submit these to the Registrar at least a week prior to the date of the notice contemplated in subsection (1). |
| (4) |
The Registrar must, on the date of the notice contemplated in subsection (1), register the memorandum and the articles of association of the Corporation in terms of section 63(1) of the Companies Act and issue a certificate of incorporation and a certificate to commence business to the Corporation, but no fees are payable in respect of such registration or issue. |
| (5) |
With effect from the date of conversion the Companies Act applies to the Corporation as if it had been incorporated in terms of the Companies Act on that date, save to the extent stipulated in this Act. |
| (6) |
Sections 32, 44, 54(2), 60, 63(2), 64, 65, 66, 172, 190 and 344(b) and (d) of the Companies Act do not apply to the Corporation. |
| (7) |
All references in this Act to the conversion of the old Corporation must be construed as references to the conversion of the old Corporation into a public company having a share capital and having been incorporated in terms of the Companies Act as stipulated in subsection (2). |
| (8) |
Neither the repeal of the Broadcasting Act, 1976 (Act No. 73 of 1976), nor the conversion of the old Corporation affects— |
| (a) |
the continued corporate existence of the old Corporation with separate legal personality as from the date of its first establishment; |
| (b) |
any of the rights, assets, liabilities or obligations acquired or incurred by the old Corporation or on behalf of the old Corporation at any time before its conversion; |
| (c) |
the terms and conditions of service and accrued benefits of its employees; or |
| (d) |
the validity of any act lawfully performed by or on behalf of the old Corporation prior to the date of conversion. |
| (9) |
With effect from the date of conversion— |
| (a) |
any reference to the old Corporation in any contract, statute, licence or other written instrument -is deemed to be a reference to the Corporation; |
| (i) |
any reference to the old Corporation in the patents register, trade marks register, design register, deeds register or any other register in the Republic is, with effect from the date of conversion, deemed to be a reference to the Corporation; |
| (ii) |
the relevant registrar must make such entries or endorsements in any register referred to in paragraph (i) or other documents in the registrar's office or submitted to the registrar as are necessary to give effect to the conversion; |
| (iii) |
no fees or other levies are payable in respect of such entries or endorsements. |
| (10) |
Any legal proceedings instituted by or against the old Corporation prior to the date of conversion may, notwithstanding such conversion, be proceeded with by or against the Corporation subject to the law governing the prescription of claims. |
| (a) |
The Minister of Finance, after consultation with the Minister, must determine the tax values of the assets owned by the Corporation as at the date of conversion for the purpose of calculating any wear and tear or capital allowance or any deduction as contemplated in the Income Tax Act, 1962 (Act No. 58 of 1962). |
| (b) |
The assets contemplated in paragraph (a) are for the purposes of sections 11(e), 12C and 13 of the Income Tax Act, 1962 (Act No. 58 of 1962), deemed to have been brought into use for the first time at a cost equal to the value determined in terms of paragraph (a). |
| (a) |
The old Corporation must before the date of conversion conduct a legal and financial due diligence investigation into the state of its affairs for the purposes of identifying and establishing the status of all its assets, rights, obligations and liabilities. |
| (b) |
The old Corporation must submit to the Minister, by not later than three months prior to the date of conversion, a legal and a financial due diligence report containing details of all of such assets, rights, obligations and liabilities and the implications of the contracts concluded by or on behalf of the old Corporation in respect of such assets, rights, obligations and liabilities. |
| (13) |
The old Corporation must, after submitting the due diligence report to the Minister and before the date of conversion, submit to the Minister— |
| (a) |
an inventory of all its assets and liabilities; |
| (c) |
details of its financial policies governing internal transfer pricing between the public service division, the commercial service division and the shared group services of the Corporation. |
| (14) |
The Minister must submit a copy of the inventory referred to in subsection 13(a) to the National Treasury and the Auditor-General. |
| (a) |
Any use by the public service division or the commercial service division of any asset allocated to another division of the Corporation must be accounted for in the respective financial records of the public service division and commercial service division to ensure that such use took place on an arm's length commercial basis. |
| (b) |
Any service rendered by or to the public service division or the commercial service division to or by another division of the Corporation must be accounted for in the respective financial records of the public service division and commercial service division to ensure that such service was rendered on an arm's length commercial basis. |
[Section 8A inserted by section 9 of Act No. 64 of 2002, GG 24340, dated 4 February 2003]
Older Persons Act, 2006
