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London Visit During Black History Month

In celebration of Black History Month in October, Pieter van der Merwe and Marilize Jerling attended a legal conference in London in October 2017, representing both VDMA and South Africa in their attendance. Guest speakers at the conference included the Honourable Justice Albert ‘Albie’ Louis Sachs, a former judge of the constitutional court of South [...]

Ring-fenced Companies

Section 113(3)(b) of the Companies Act, 2008 (“Companies Act”) provides that a company’s name must be followed by the expression ‘(RF)’ if a company’s memorandum of incorporation contains the following: any restrictive conditions applicable to the company and any procedural requirement that impedes the amendment of any particular provision of the memorandum of incorporation; or [...]

A One-Stop Investment Shop

InvestSA is a South African investment agency which developed the “One Stop Shop” concept by integrating support from all government departments to provide investors with an investment facilitation service aimed at lowering the cost of doing business in South Africa and easing the degree of difficulty in doing business by providing strategic guidance and reducing [...]

The Election of Directors of Profit Companies

The election of directors of profit companies is regulated by section 68 of the Companies Act 71 of 2008 (“Companies Act”). In terms of Section 68 of the Companies Act, each director of a company, other than the first director, must be elected by the persons entitled to exercise voting rights in such an election [...]

The Transfer of Uncertificated Securities

Section 53 of the Companies Act No. 71 of 2008 (“Companies Act”) provides for the transfer of uncertificated securities in an uncertificated securities register. The Companies Act states that the transfer of uncertificated securities may only be effected by a participant (a person duly authorized by a licensed central securities depository to perform custody and [...]

Beware the Big Bad “Corruption Act”

Corruption is a plague which manifests itself in theft, bribery, extortion and other corrupt activities. Corruption affects every nation and in particular, it has been determined that approximately ZAR700 billion has been lost to corrupt activities over the last 20 years in South Africa. The South African legislator’s answer to the rampant corruption was the [...]

The Legal Regulation of Bitcoin

A Bitcoin is a cryptic bundle of data that can be used to make digital payments and it forms part of the wider specter of virtual currencies. A Bitcoin is a decentralised, virtual cryptocurrency that lingers predominantly beyond the ambit of the banks and the government. Willing participants can use Bitcoins to buy and sell [...]

Permissible Distributions by Companies

The Companies Act, No 71 of 2008 (“Companies Act”) provides a closed list of permissible distributions that can be made by companies. The Companies Act defines “distributions” as the direct or indirect – transfer by a company of money, or other property, other than its own shares, to or for the benefit of one or [...]

Shareholder Approval for Issuing Shares in Certain Cases

The power of a company to issue shares is restricted by the Companies Act of 2008 (“Companies Act”) and is based on both qualitative and quantitative criteria. The qualitative criteria provides that if shares or securities convertible into shares is issued or any options or rights exercisable for securities is granted to a director, future [...]

When Are “Special” Resolutions Of Shareholders Required?

Every resolution of shareholders of a company is either an ordinary resolution or a special resolution. Ordinary resolutions must be supported by more than 50% (fifty percent) of the voting rights exercised on the resolution and special resolutions must be supported by more than 75% (seventy-five) percent of the voting rights exercised on the resolution. [...]

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