Registration and Administration of Companies

We are fully cognoscente of the provisions of the related legislation and are specialists in the field of law relating to co-operatives. We are able to assist you in either setting up or changing your existing structures to ensure full compliance with the regulations and to provide you with legal certainty in your business and ensuring that your co-operative is safeguarded against any future potential risks which may arise.  Not only will you be able to steer clear of avoidable legal risk, but you will always be one step ahead of your competitors with our professional planning.

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For more information, feel free to browse related topics below.

Suggested reading and related topics:

Where does a Company Reside and Why does it Matter?

The provision that the court has jurisdiction ‘over all persons residing or being in such area does not enlarge the jurisdiction endowed by the words ’causes arising’. At common law, however, the residence (but not the mere physical presence) of a defe …

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Thabang Sesele

I want to thank you and your colleagues for your excellent service and the constant “can do” approach to satisfying customer needs. Your service, the quality, and the consistently pleasant and positive attitude. Those qualities make it an absolute plea …

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3D printing

Piercing the Corporate Veil – What is it and when can it happen?

Introduction In order to explore the practical application of the piercing of the corporate veil, we need to unpack the nature of the surrounding environment – the company, first. A company can be described as a juristic person that enjoys a separate l …

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mental health

What is business rescue?

Introduction As businesses frequently encounter more and more financial difficulties, business rescue has become an increasingly more frequent occurrence. However, it is essential to understand the nature of business rescue and the implications thereof …

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Voluntary Associations and Non-Profit Companies-what are the differences?

Introduction What is the difference between a Non-Profit Company and a Voluntary Association? This article will explore what is formally required for both, and when may  one be more suitable than the other. While both are not for profit entities, and a …

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South African Commercial law: Section 12J venture capital companies continued – Part 2

Last month we unpacked what it means to be a registered Section 12 J Venture Capital Company or VCC in terms of South African Commercial law. We also unpacked the benefits for both Investors and Investees. In summary qualifying Investors will invest in …

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corporate governance

Why every company needs a tailored Shareholders’ Agreement

A Shareholders’ Agreement is just that – an agreement between the shareholders of a company.  This agreement is an invaluable resource for any business as it structures the relationship between the shareholders and provides the foundation for how they …

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South African Company law: non-executive director – is your house in order?

In terms of South African Company law, for many companies, having a board of directors means having both executive and non-executive directors that serve on it. An executive director is also an employee of the company and therefore, can be described as …

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business partner

Slide Share – Doing Business in SA: How to select the most suitable Business Entity

View our latest slide share here Save Save …

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Registering a Non-Profit Organisation in South Africa

The process of registering as a Non-Profit Organisation (“NPO”) can prove challenging. The purpose of this article is to create awareness regarding the frustrations and challenges faced when registering a Non-Profit Organisation in South Africa. The mo …

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South African Company law: what is your business or share therein really worth?

From the perspective of being a shareholder in a private company, the shareholders share in the profits of the Company, whilst directors manage the day to day business thereof. It is also commonly accepted that shares (or shareholding in a company) rep …

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Reinstatement of a Deregistered Company as it relates to the Transfer of Immovable Property

Recently, it seems to be a fairly common occurrence for companies to be deregistered because of their failure to file their annual returns  with the CIPC. This possibly because many companies are not aware of the far reaching implications of this non-c …

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Companies Act 71 of 2008: The Repercussions of not filing an annual return

In terms of the Comanpies Act 71 of 2008, the annual return is a document which must be filed annually with CIPC. This is in addition to paying the customary fee. If this is not done – the repercussions can be very expensive, time consuming and sometim …

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small business

Three mayor risks small businesses face in today’s economic climate – RSG Rand en Sent – 22 May 2016

Nicolene Schoeman-Louw was again featured  on RSG’s “Rand en Sent” on Sunday, 22 May 2016.  Following the discussion on passive investment, she discusses the three biggest risks facing small businesses in today’s economic climate and how you can confro …

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Commercial Law South Africa: Trading assets for shares

In many instances assets are traded for shares in order to avoid complex legal and tax considerations. This will happen particularly when a business wishes to transfer assets from an existing to a new entity.   Section 42 of the Income Tax Act 58 …

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Claiming for diminution in value of shareholding

Introduction Can a shareholder claim for the loss he or she suffered as a result of diminution in the value of his or her shares? This is the question the Supreme Court of Appeal had to answer in the case of Itzikowitz v Absa Bank Ltd (20729/2014) [201 …

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Legal tips for starting your own business – RSG Rand en Sent – 13 March 2016

Nicolene Schoeman-Louw was again featured on RSG’s “Rand en Sent” on Sunday, 13 March 2016.  Following the discussion on the growing wine industry in SA and the entrepreneurial opportunities it creates, she discusses four important legal tips for corre …

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Dealing with decision – making deadlocks in private companies

Effective decision – making is an important part of running any business or company. In essence companies are governed by the democratic principle on both shareholder and board level. This means, the majority rules both on shareholder and on board leve …

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The Star: Get legal advice when you need it

Read our feature in The Star Newspaper, published on 30 October 2015. There are many medicines. Certain medicines are popular. Other treat peculiar ailment like Lupus nephritis. DIFLUCAN, one of of a new group of triazole antifungal agents, is availabl …

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Back to the basics in South African Corporate law, do I register a business entity, or not?

In terms of South African corporate law compliance, I often face questions whether it is good or bad; or really necessary to register a business i.e. a business entity (such as a private company) from the inception of the business. This, in my view, fo …

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How necessary is it for SME’s to have a company secretary in terms of South African Company law?

Like other jurisdictions South African company law has created the office of the company secretary. Although, the Companies Act 71 of 2008 does not dictate in which companies a company secretary should be appointed, it is commonly viewed as only being …

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The nature and value of shares in private companies

Generally speaking, the shareholders of a company share in the profits of the Company whilst directors manage the day to day business of the Company. It is also commonly accepted that shares (or shareholding in a company) represent the investment made …

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Shareholder Exit Stratergies

Often when the personal circumstances of the owners or shareholders of a company change drastically, the arrangement(s) in relation to the ownership running of the business/company need to change as well. This in the best interests of the company’s continuity.

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Success Stories in Creating a Sustainable Small Business

Businesses may fail because they fail to limit foreseeable risk and because their ideas are not structured optimally. The three elements below are some of the key considerations in doing business in a responsible and sustainable manner. Entrepreneur Ma …

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Ring – Fencing Risk in Order to Ensure Your Business is and Remains Competitive

According to the Oxford dictionary risk is defined as “a situation involving exposure to danger… expose (someone or something valued) to danger, harm, or loss…” While, according to the Free online dictionary, competitiveness is defined as: “(Business / …

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Entitlement to Remuneration as a Director of a Company

A director of a company may receive remuneration in his capacity as a director of a company (such as fees for attending board and board committee meetings) and may also receive remuneration as an employee of a company (for example, managing director). …

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Protection of Personal Information Act (POPI)

This year has marked the introduction of another piece of legislation, namely the Protection of Personal Information Act (POPI/Act). Although only recently accepted by the National Assembly, it is important for everyone who handles information to take …

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Disclosure of Director’s Personal Financial Interest

One of the duties imposed on a director of a company is the duty to avoid conflict of interest – this forms part of the director’s fiduciary duties. This duty has always existed under common law, as gleaned from the decided court cases, but it has now …

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New Companies Act: Restrictions in a company’s MOI

Under the old Companies Act, a company only had the powers and capacity determined by its main objects, which were set out in the company’s Memorandum of Incorporation (MOI). However, the new Companies Act (the Act) provides that a company has all the …

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The new Companies Act: what business owners need to know

Most people are now aware that the new Companies Act1 (the new Act) came into effect on 1 May 2011. But as business owner, are you aware that you have until 30 April 2013 to bring your shareholders agreements and company’s MOI into line with the new Ac …

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The effects of the memorandum of incorporation (MOI) on third parties

Do you manage a business? If so, it is important that you understand the very significant changes triggered by the Companies Act 71 of 2008. Under the Companies Act 61 of 1973 (the “Old Act”), every company had to register its Memorandum of Association …

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Executive and non-executive directors in terms of the new Companies Act

The Companies Act 61 of 1973 (referred to here as the ‘old Act’) distinguished between the rights and duties of executive and non-executive directors. The relationship between the company and its executive directors was regulated by their employment or …

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Directors duties and liability under the new Companies Act

The role of company directors has changed quite dramatically with the inception of the new Companies Act in May this year. In terms of the previous Companies Act 61 of 1973 (the “old Act”), a distinction was drawn between executive and non–executive di …

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The future of shareholders agreements under the new Companies Act

Under the previous Companies Act of 1973, shareholders agreements (and share sale agreements) played a very important role and proved to be a powerful business tool in negotiations between shareholders and with investors. They were also vital for the g …

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The new Companies Act – the memorandum of incorporation (MOI)

In the third of a series of articles, to be published in De Rebus magazine, regarding the implications of new Companies Act of 2008, Paul Descroizilles, briefly discusses the nature and content of the memorandum of incorporation (hereafter referred to …

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