Where directors of a company allow their personal financial interests to interfere with their duties to the company the consequences can be far-reaching, as illustrated by the recent judgment of the Commercial Court of the Gauteng Division of the High Court of South Africa in Atlas Park Holdings (Pty) Ltd v Tailifts South Africa (Pty) …
An asset-for-share transaction can be defined as a transaction whereby a person (“Transferor”) disposes of an asset to a Company and the Company, in turn, issues shares for the asset. Immovable property is often acquired through asset-for-share transactions and the focus of this article is on the possible Transfer Duty implications. The requirements of asset-for-share …
The Transfer Duty Implications of Asset-for-Share transactions by Jean de Wet Read More »
The Companies and Intellectual Property Commission (“CIPC”) on 13 August 2019 introduced a new compliance checklist (“the checklist”), which must be completed by all companies (including state-owned; non-profit; private; personal liability and public companies) before submitting annual returns. The submission of the checklist is mandatory with effect from 1 January 2020 (in terms of Notice 52 …
New Mandatory Compliance Checklist For Companies by Johanei Borstlap Read More »
Shareholders in a private company are not normally liable for the debts of the company, but there are instances where they may be, upon deregistration or liquidation of the company. Deregistration In terms of section 82 of the Companies Act No. 71 of 2008 (“the Companies Act”), the grounds for deregistration of a company by …
Shareholder liability for debts of a company by Alden Klaasen Read More »
Section 71 of the Companies Act (“the Act”) provides two options for removing a director. First, by an ordinary resolution adopted by the shareholders of the company; and second, by a resolution of board members, other than the director concerned. If shareholders want to remove a director (the first option), must the director be informed …
Should reasons be given when shareholders remove a director? Read More »
The Companies Act, No. 71 of 2008 (“the New Act”) allows that shares in a company may be held by a nominee on behalf of a beneficial owner. A nominee essentially acts as an agent for the true owner of the shares, but the nominee is registered as owner of those shares. There are various …
Section 66(1) of the Companies Act, No. 71 of 2008 (“the Act”) provides that the board of directors is responsible for the management of the business and affairs of a company. Section 66 further provides that at least 50% of directors of a profit company must be elected by the shareholders. The other 50% can …
Hiring and Firing Directors: Be mindful of the traps Read More »
Is your company experiencing financial strain? Are creditors breathing down your neck? Business Rescue proceedings may be a solution to your problems. Business Rescue is a new approach that is governed by the Companies Act 71 of 2008 (“the new Companies Act”) with the aim of assisting companies which are experiencing financial strain and are …