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 [...]

Not All Shares are Created Equal

Not All Shares are Created Equal   R Jooste and J Yeats in the second edition of Contemporary Company Law states that a company has “almost unlimited freedom to create the capital structure it desires and in so doing to structure the rights of each of its various classes of shares in an almost infinite [...]

The Appointment of Audit Committees

Section 94 of the Companies Act 71 of 2008 (“Companies Act”) requires that public companies and state owned companies appoint an audit committee. In addition, any other types of companies (either private company, personal liability company or non-profit company) that provide for the appointment of an audit committee in their Memorandum of Incorporation, must comply [...]

Proposals For Amalgamations Or Mergers

Section 113 of the South African Companies Act No. 71 of 2008 (“Companies Act”) regulates the proposals of amalgamations or mergers of companies in South Africa. The Companies Act provides that amalgamation or merger can be proposed between two or more profit companies including a holding company and its subsidiary companies. The Companies Act provides [...]

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