S.L. 16.8 Art. 9Cells.

(1) Where the establishment of a cell is notified to the Registrar for Legal Persons, the Registrar for Legal Persons shall issue a certificate confirming such notice and the creation of the cell.

(2) Where an organisation changes the name of a cell which has been subject to notification in terms of article 20(4)(c) of the Second Schedule, Civil Code, such change shall be notified to the Registrar for Legal Persons in the prescribed form within fourteen days from the date of the resolution or decision by the administrators.

(3) For an organisation to be wound up any segregated cells which may be in existence must be wound up prior to the winding up of the organisation in terms of article 67 of the Second Schedule, Civil Code.

(4) A segregated cell may be wound up voluntarily or by order of the Court. A cell will be dissolved and consequently wound up in the following cases:

(a) the organisation has by a majority of the administrators resolved to wind up the cell. A certified copy of a winding up resolution shall be delivered to the Registrar for Legal Persons within fourteen days from when it is passed according to the prescribed form. A cell may be wound up voluntarily only if its assets exceed its liabilities and all its debts have been paid. The administrators shall prepare a scheme of distribution of the remaining assets of the cell which shall be notified to the Registrar for Legal Persons and all interested parties in the prescribed form. In the absence of a clear statement in the statute of an organisation, as to how assets in a particular cell are to be disposed of on termination of a cell, the administrators may apply for directions and shall dispose of the assets as ordered by the Court;

(b) a cell shall be wound up on order of the Court, upon the application from any interested party, for reasons valid at law in terms of the statute of the organisation or the Second Schedule, Civil Code;

(c) if a cell in an organisation becomes insolvent or is undergoing serious difficulties which impede it from operating and achieving its aims, the administrators shall cease operations and notify the Registrar for Legal Persons on the prescribed form who shall immediately co-operate with the administrators to appoint a liquidator to wind up the affairs of the cell in the interest of creditors, the promoters or beneficiaries of the cell or the cell itself;

(d) the liquidator shall consult the Court which shall give directions from time to time for the resolution of disputes and the distribution of assets of a cell. The liquidator and any creditor may apply to the Court at any time for orders in the liquidation. The Court shall have the power to give any orders it deems appropriate.