Chief Registrar’s Circular 01/2022

Chief Registrar's Circular No. 01 of 2022: Companies Act 71 of 2008 and its impact on deeds registration procedures, repeal and replacement of Chief Registrar’s Circular No. 28 of 2013.

Chief Registrar's Circular No. 01 of 2022 is essentially the same as of Chief Registrar’s Circular No. 28 of 2013 with the exception of clause 4.7 dealing with the implementation of amalgamation or merger of companies. The registration procedures have been expanded upon and refined, as per the relevant extract from the circular below:

4.7. Implementation of amalgamation or merger of companies 

4.7.1 DISCUSSION

Where property has to be transferred from an amalgamating or merging company to an amalgamated or merged company as a consequence of an amalgamation or merger, a copy of the amalgamation or merger agreement, together with a copy of the filed notice of amalgamation or merger, constitutes sufficient proof for the registrar of deeds to effect transfer of the registration of that property (section 116(8) of the Act). “Property” as contemplated in the said section 116(8) can include land and bonds registered in favour of an amalgamating or merging company. Bonds registered over the property (land) of an amalgamating or merging company is not property of such company but is property of the mortgagee. Such bonds registered over the property of the mentioned company must, in view of section 56(1) of the Deeds Registries Act be disposed of. In other words, such bond must be cancelled or where possible the person and property must be released therefrom, or a substitution of debtor in terms of section 57 of the Deeds Registries Act must be registered.

4.7.2 TRANSFER/CESSION OF PROPERTIES 

Although the Act is silent in this regard, an endorsement by the Registrar of Deeds to effect transfer of property, being land and bonds, as provided for in section 116(8) of the Act, must be effected only on the lodgement of an application in terms of section 3(1)(v) of the Deeds Registries Act, together with a copy of the amalgamation or merger and a copy of the filed notice of amalgamation or merger, and all the relevant title deeds/bonds.

4.7.2.1 Transfer of land: 

The section 3(1)(v) application must be allocated a "T" code and must, together with the relevant documents, be lodged in a white cover.

Apart from the documents mentioned above, the documents contemplated by section 92 of the Deeds Registries Act, namely a Transfer Duty Receipt/Exception Certificate and a rates clearance certificate, must be lodged.

Office fees are payable on the value of the property as per the valuation on the Transfer Duty Receipt.

4.7.2.2 Cession of bonds: 

The section 3(1)(v) application must be allocated a "BC" code and must, together with the relevant documents, be lodged in a coloured cover.

Office fees are payable as per item 1(d) of the Schedule of Fees.

4.7.3 DEALINGS WITH BONDS OVER THE EFFECTED PROPERTIES 

Bonds registered over the property of an amalgamating or merging company must be disposed of as mentioned in paragraph 4.7.1.

4.7.4 ENDORSEMENT 

The properties (land or real security) held under the relevant Title Deeds/Bonds of which an amalgamating/merging company is the owner, and which must be transferred to an amalgamated or merged company, must be endorsed along the following lines:

Endorsement in terms of section 3(1)(v) of Act 47 of 1937 

The within company has amalgamated/merged with *company ............................. (registration number ................................. ), and in terms of section 116 (8) of the      Companies Act, 2008 (Act 71 of 2008), the within property being **land/real security                is **transferred /ceded to *........................................................ (registration number ………………………………) 

Application filed with **T/BC 

…………………………………………                                   ………………………………………….

Date                                                                         Registrar of Deeds 

*Insert name of company 

** Delete whichever is not applicable

Chief Registrar's Circular No. 01 of 2022