Pieters NO v Absa Bank Ltd (979/2018) [2019] ZASCA 118; 2021 (3) SA 162 (SCA) (23 September 2019)

Pieters NO v Absa Bank Ltd (979/2018) [2019] ZASCA 118; 2021 (3) SA 162 (SCA) (23 September 2019)

The Supreme Court of Appeal held that the dissolution of a company under section 419 of the Companies Act 61 of 1973 occurs when the Registrar records the dissolution, not when notice is published in the Government Gazette. The appellant failed to prove on a balance of probabilities that Cell F Services (Pty) Ltd was not dissolved, as absence of proof in the CIPC records does not establish non-dissolution. Once the Master issued certificates under sections 419(1) and 385, both the company and the liquidator were discharged, and the Master was functus officio. The purported reinstatement of the appellant as liquidator was invalid and did not confer locus standi to pursue the claim against...

Citation
[2019] ZASCA 118
Parties
Appellant: Rynette Pieters NO; Respondent: Absa Bank Limited
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
23 September 2019
Case Number
979/2018
Procedural Posture
Civil Appeal / Appeal From Gauteng Division of the High Court, Johannesburg
Outcome
Appeal dismissed with costs, including costs of two counsel where so employed.
Judges
Wallis, Mbha, Nicholls, Weiner, Hughes
Legal Topics
Company Dissolution, Liquidator Discharge, Locus Standi, Companies Act 1973, Master of High Court Powers
Commercial and Corporate Civil Procedure Company Dissolution Liquidator Discharge Locus Standi Companies Act 1973 Master of High Court Powers

Case Brief

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Parties

Rynette Pieters NO

Appellant

Absa Bank Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From Gauteng Division of the High Court, Johannesburg

Legal Issues

  1. 1 Whether the reinstatement of the liquidator by the Master after discharge was valid and effective to confer locus standi on the appellant.
  2. 2 Whether Cell F Services (Pty) Ltd had been dissolved in terms of section 419 of the Companies Act 61 of 1973.
  3. 3 Whether absence of proof in the CIPC records establishes that the company was not dissolved.

Ratio Decidendi

The Supreme Court of Appeal held that the dissolution of a company under section 419 of the Companies Act 61 of 1973 occurs when the Registrar records the dissolution, not when notice is published in the Government Gazette. The appellant failed to prove on a balance of probabilities that Cell F Services (Pty) Ltd was not dissolved, as absence of proof in the CIPC records does not establish non-dissolution. Once the Master issued certificates under sections 419(1) and 385, both the company and the liquidator were discharged, and the Master was functus officio. The purported reinstatement of the appellant as liquidator was invalid and did not confer locus standi to pursue the claim against...

Court Disposition

Appeal dismissed with costs, including costs of two counsel where so employed.

Orders

  • The appeal is dismissed with costs, such costs to include those of two counsel where two counsel were employed.