Hermanusdoorns

 

 

Shareholder
Agreements

Below are the various documents forming the entire Shareholder Agreement:

The Articles of Association and Memorandum of Association were replaced by a Memorandum of Incorporation approved by Special Resolution at the 2013 AGM  in accordance with the new Companies Act No 71 of 2008. A copy of the new act and an explanatory guide are available for shareholders to familiarize themselves with the provisions of the Act.

The remaining documentation has been updated to reflect reference to the new Memorandum of Incorporation, and a schedule created of all Special Resolutions adopted since the introduction of the new MOI, and which are not yet reflected in the MOI.

The Sale of Shares Process is available under Procedures & Reguatory Framework.

Girraffe

When it comes to the sale of shares, please bear the following in mind:

There are 3 parties involved

Seller

Purchaser

Hermanusdoorns

  1. Enter in a sale agreement with the purchaser.
     
  2. Notify the office of this with any conditions that may apply and which party will pay the costs of transfer (R2 000).
     
  3. Purchaser must enter into agreement with Hermanusdoorns: 
    1. Main Agreement
    2. Conditions of Purchase ( Schedule 1 ) 
    3. Use Agreement ( Schedule 2 )
    4. Statutory Information ( Schedule 3 ) 
    5. Memorandum of Incorporation ( Schedule 4 )
    6. Special Resolutions ( Schedule 5 )
       
  4. Electrical Certificate of Compliance must be submitted if a dwelling exists.
     
  5. Notify office when transfer can take effect. All transfers shall be administered by Hermanusdoorns Shareblock Limited.
     
  6. Copies of Share Certificate will be sent to new owner when the transfer of shares is registered. 

 

Please note that effective 1 September 2009, Transfer Duty is payable by the Purchaser on the sale of shares.

In future, proof of receipt of payment from SARS would be needed before the registration of sale of the share can take place. The Transfer Duty for property aquired by any person by a transaction or in any other way for properties acquired on or after 1 March 2017 is as follows:

  • 0 to 900 000 = 0 
  • 900 001 to 1 250 000 = 3% of the value above R 900 000
  • 1 250 001 to 1 750 000 = R 10 000 + 6% of the value above R 1 250 000
  • 1 750 001 to 2 250 000 = R 40 000 + 8% of the value above R 1 750 000
  • 2 250 000 to R 10 000 000 = R 80 500 + 11% of the value above R 2 250 000
  • 10 000 001 and above = R 933 000 + 13% ov the value exceedingR 10 000 000 

The rates apply to all persons (including Companies Close Corporations and Trusts).

Duties are also payable if one of the following occurs:

A change in shareholding of a company that holds a Hermanusdoorns share.

A change in the members of a CC that holds a Hermanusdoorns share.

A change in Trustees or beneficiaries of a Trust that owns a Hermanusdoorns share.

For further information on Transfer Duty, please refer to the External Guide Transfer Duty published by SARS and to their webpage on the subject.