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Professional and Technical Surveyors' Act, 1984  (Act No. 40 of 1984)

27A. Carrying on of profession of professional surveyor or calling of surveyor by company

 

 

(1) Notwithstanding any provision of this Act to the contrary, a company may practise as and perform the work of a professional surveyor if—
(a) the company has been incorporated and registered as a private company with share capital, under the Companies Act, 1973 (Act No. 61 of 1973), and its memorandum of association provides—
(i) that all present and past directors shall be liable jointly and severally with the company for the debts and liabilities of the company contracted during their periods of office;
(ii) that the main object of the company shall be to perform the work of a professional surveyor or surveyor; and
(b) the articles of the company provide—
(i) that only natural persons who are professional surveyors or surveyors, or other natural persons approved by the council in writing, may be members and shareholders of the company;
(ii) that every shareholder of the company shall be a director thereof and that only a shareholder of the company shall be a director thereof;
(iii) that a shareholder may not transfer any share, or any rights or benefits attaching to a share, to any person other than a person referred to in subparagraph (i);
(iv) that in the event of a shareholder's death or of his ceasing to comply with a requirement of subparagraph (i), his estate or he himself, as the case may be, may continue to hold his shares in the company as from the relevant date for a period of six months or for such longer period as may have been approved by the council, and that during such period any voting rights attaching to such shares may be exercised by any other shareholder of the company whom the first-mentioned shareholder may have nominated in writing before his death or disqualification for the purposes of this subparagraph or, failing such nomination, by the chairman of the company.

 

(2)

(a) The holder of a share referred to in subsection (1)(b)(iv) may not act as a director of the company concerned, or directly or indirectly receive any directors' fees or remuneration from that company.
(b) Such shares as are not in accordance with the company's articles transferred within the period referred to in subsection (1)(b)(iv) to any person referred to in subsection (1)(b)(i), may, notwithstanding anything to the contrary contained in any law, be acquired by the company itself, provided—
(i) the purchase price for those shares, including any premium, if any, on those shares, is paid out of profits which otherwise would have been available for payment of dividends; and
(ii) an amount equal to the nominal amount of the shares acquired is transferred to a capital redemption reserve fund.
(c) The acquisition in accordance with the provisions of paragraph(b) by the company itself of shares referred to in that paragraph shall not be deemed to constitute a reduction of the authorised share capital of the company concerned, and the provisions of the Companies Act, 1973, relating to the reduction of the share capital of a company shall apply to share capital of the company concerned.
(d) Shares purchased as contemplated in paragraph (b), shall be available for allotment in terms of the articles of the company.
(e) Any transfer of shares in a company referred to in this section, or of any rights and benefits attaching thereto, in conflict with subsection (1)(b)(iv), shall be void.

 

(3) Subject to the provisions of section 49(4) of the Companies Act, 1973, the name of a company referred to in this section shall, unless the council in any particular case approves of any other name, consist solely of the name or names of any of the present or past members of the company or of a person or persons who conducted, either for his or their own account or in partnership, any practice which may reasonably be regarded as a predecessor of the practice of the company.

 

(4) Any—
(a) act performed, with or without a particular intent, by or on instructions or with permission, express or implied, given by a director or employee of a company referred to in this section; and
(b) omission, with or without a particular intent, of any act which ought to have been but was not performed by or on instructions given by a director or employee of a company, in the exercise of his powers or in the performance of his duties as such director or employee or in furthering or endeavouring to further the interests of that company, and which would have constituted  improper conduct if it had been performed or omitted by a professional surveyor or surveyor carrying on his profession or calling as a natural person in practice shall, for the purpose of this Act, be deemed to have been performed or omitted by every member, shareholder, director or employee of such company practising as a professional surveyor or surveyor, unless it is proved that such professional surveyor or surveyor did not take part in the performance of the act or the omission and that he could not have prevented it.

 

(5) A company referred to in this section which, otherwise than under an exemption granted in terms of this Act, entrusts work reserved under section 7 for professional and technical surveyors to any person, whether a member, shareholder, director or employee of the company or no, other than a professional or technical surveyor, shall be guilty of an offence and liable on conviction to a fine no exceeding R10 000.

 

(6) Any person who—
(a) not being a nominee or chairman referred to in subsection (1)(b)(iv), exercises any voting rights contemplated in that subsection during the period referred to therein; or
(b) contravenes a provision of subsection (2)(a), shall be guilty of an offence and liable on conviction to a fine not exceeding R1000.

 

(7)

(a) The provisions of section 7(2) and (5) shall apply mutatis mutandis in respect of a company referred to in this section.
(b) The payment in accordance with the provisions of this Act by a company referred to in this section on behalf of a professional or technical surveyor who carries on his profession as a member, shareholder, director or employee of that company, of any annual fee or levy, shall for the purposes of this Act be deemed to be a payment by such professional or technical surveyor.

 

(8) The council may cancel the registration as a professional surveyor or surveyor of any shareholder, director or member of a company referred to in this section, if the company is liquidated or placed under provisional or voluntary liquidation or judicial management.