Publications

When must a foreign company register as an external company in the Republic South Africa?

Section 23 of the Companies Act No. 71 of 2008 (the “Companies Act”) provides that a foreign company must be regarded as “conducting business, or non-profit activities, as the case may be, within the Republic” [...]

Looking back at 2015

  Looking back at 2015, we are once again astonished by the excellent year we have enjoyed! It is our privilege to serve and add value wherever possible, and we are humbled by the continued [...]

Investing: Direct shareholding vs Partnerships

  Direct Shareholding Incorporation of an investment company which will acquire for instance real estate properties (“Investment Company”) The investors acquire a direct shareholding in the Investment Company The shareholders agreement and the Investment Company [...]

Same Same but Different

The doctrine of the undisclosed principal is an age old doctrine that has troubled many legal minds over the years. It has been described as odd, anomalous, unsound and inconsistent with legal principles not only [...]

Your rights and remedies in respect to access to company information in terms of the Companies Act

Section 26 of the Companies Act No. 71 of 2008 (“Companies Act”) a person who holds or has a beneficial interest in any securities of a profit company or who is member of a non-profit [...]

All things MOI

A Memorandum of Incorporation (“MOi”) is the founding document required for the formation of a company in terms of the new Companies Act 71 of 2008 (“Act”). There are virtually no bounds when it comes [...]

Shedding light on sale and repurchase transactions

In the recent finding in Mercuria Energy Trading Pte Ltd and Mercuria Energy Group Ltd v. Citibank NA and Citigroup Global Markets Ltd [2015] EWHC 1481 (Comm) on 22 May 2015 the Commercial Court of [...]

A Short Summary of the Environmental Liability of Directors and Shareholders

There is a vast scope of legislation pertaining to environmental and mining affairs. We will however only focus on the main acts, which specifically deal with the liability resulting from a breach of a company’s [...]

The Retrospectivity of Deregistration and Reinstatement Processes of Close Corporations

In Reddy v Absa Bank (20096/2014) [2015] ZASCA 83 (28 May 2015), P Reddy the sole member of Missouri Trading Close Corporation (“Missouri”) appealed against a decision of the Kwa-Zulu Natal division of the High [...]

Why Every Contract Should Include a Force Majeure Clause

The term force majeure can be directly translated to "superior forces". It is an expression used to describe a wide range of events such as an act of God or public enemy, fire, an explosion, [...]