South Africa Case Law

Firstrand Bank Ltd trading inter alia as First National Bank v Dr Bongani Investments 066 CC (2037/2023)

Firstrand Bank Ltd trading inter alia as First National Bank v Dr Bongani Investments 066 CC (2037/2023) [2025] ZALMPPHC 69 (2 April 2025)

Court

Limpopo High Court, Polokwane

Case number

2037/2023

Judge

Makoti

The High Court ordered the final liquidation of a close corporation after finding it commercially insolvent and rejecting lis alibi pendens and service objections.

• Close Corporation Liquidation
• Commercial Insolvency
• Just And Equitable Winding Up
• Service Requirements
• Lis Alibi Pendens
• Close-corporation-liquidation

Firstrand Bank Ltd trading inter alia as First National Bank v Dr Bongani Investments 066 CC (2037/2023)

Firstrand Bank Ltd trading inter alia as First National Bank v Dr Bongani Investments 066 CC (2037/2023) [2025] ZALMPPHC 41 (11 March 2025)

Court

Limpopo High Court, Polokwane

Case number

2037/2023

Judge

Makoti

The court found that the respondent was commercially insolvent, as evidenced by its failure to pay debts as they became due and its own admission of substantial outstanding indebtedness. The respondent's intermittent payments did not demonstrate commercial solvency. Statutory service requirements were met, and the points in limine raised by the respondent, including lis alibi pendens and alleged abuse of process, were dismissed as lacking merit. The court held that, in line with prevailing authority, a creditor is entitled to a winding-up order where the respondent is unable to discharge its…

Source excerpt

• Close Corporation Liquidation
• Commercial Insolvency
• Just And Equitable Winding Up
• Creditor Rights

Meisel and Another v Sweet Sue Investments CC and Another (2020/7700)

Meisel and Another v Sweet Sue Investments CC and Another (2020/7700) [2025] ZAGPJHC 168 (20 February 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2020/7700

Judge

Raubenheimer

The High Court granted final winding up of a close corporation after finding an irretrievable deadlock between equal members and compliance with service requirements.

• Close Corporation Liquidation
• Deadlock Between Members
• Just And Equitable Winding Up
• Service Of Process
• Association Agreement
• Close-corporation-liquidation

Dry v Guest Village Little Dreams CC and Another (M255/21; M256/21)

Dry v Guest Village Little Dreams CC and Another (M255/21; M256/21) [2024] ZANWHC 148 (19 June 2024)

Court

North West High Court, Mafikeng

Case number

M255/21; M256/21

Judge

A Reddy

The High Court refused final liquidation orders for two close corporations, finding the dispute between the Dry parties did not justify winding-up on just and equitable grounds.

• Close Corporation Liquidation
• Deadlock Between Members
• Just And Equitable Winding Up
• Counter Application Section 36
• Lis Alibi Pendens
• Close-corporation-liquidation

Botha N O and Others v Jonker and Others (1003/2022)

Botha N O and Others v Jonker and Others (1003/2022) [2024] ZASCA 78; [2024] 3 All SA 365 (SCA); 2025 (1) SA 345 (SCA) (27 May 2024)

Court

Supreme Court of Appeal

Case number

1003/2022

Judges

Petse DP, Goosen JA, Unterhalter AJA

The Supreme Court of Appeal held that late Master’s consent under section 78(1) of the Close Corporations Act must be given before the meeting is held.

• Close Corporation Liquidation
• Master Of The High Court Powers
• Statutory Interpretation
• Meeting Of Creditors
• Condonation Of Irregularities
• Close-corporation-liquidation

ABSA Bank Limited v 93 Quartz Street Hillbrow CC (2022/5554)

ABSA Bank Limited v 93 Quartz Street Hillbrow CC (2022/5554) [2023] ZAGPJHC 1416; 2025 (2) SA 450 (GJ) (6 December 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2022/5554

Judge

Nty Siwendu

The court held that Absa Bank Limited failed to plead the correct statutory source of its power to seek liquidation of the respondent. Section 68 of the Close Corporations Act, which previously enabled liquidation, has been repealed. Section 69(1)(a) is not an enabling provision but a deeming provision for insolvency, and cannot independently confer jurisdiction. The correct statutory basis for liquidation is found in sections 344 to 348 of the Companies Act 61 of 1973, as incorporated by section 66 of the Close Corporations Act. Absa did not rely on these provisions in its pleadings. The cou…

Source excerpt

• Close Corporation Liquidation
• Statutory Jurisdiction
• Pleading Requirements
• Acts Of Insolvency

Del Arbre Body Corporate and Another v Mabeta and Another (057842/2022)

Del Arbre Body Corporate and Another v Mabeta and Another (057842/2022) [2023] ZAGPJHC 1262 (3 November 2023)

Court

South Gauteng High Court, Johannesburg

Case number

057842/2022

Judge

Siwendu

The court found that the Close Corporation is unable to pay its debts as required by the Close Corporations Act and Companies Act. The respondent did not dispute the debt or its due and payable status, and only made partial payments insufficient to cover arrears. The force majeure defence based on COVID-19 was rejected, as intermittent payments do not constitute absolute impossibility and financial hardship does not excuse statutory obligations. The applicants are legally obliged to collect all levies, and the respondent failed to demonstrate a bona fide and reasonable dispute of indebtedness…

Source excerpt

• Close Corporation Liquidation
• Statutory Inability To Pay Debt
• Force Majeure Defence
• Levy Arrears
• Sectional Titles Management
• Judicial Discretion In Liquidation

South Africa Enterprise Development (PTY) Ltd v Kerani BTW CC (2021/7285)

South Africa Enterprise Development (PTY) Ltd v Kerani BTW CC (2021/7285) [2022] ZAGPJHC 371 (1 June 2022)

Court

South Gauteng High Court, Johannesburg

Case number

2021/7285

Judge

Baloyi

The court dismissed a liquidation application because the claimed debt was not yet due and payable, given unfulfilled suspensive conditions and missing regulatory approval.

• Close Corporation Liquidation
• Commercial Insolvency
• Suspensive Conditions
• Regulatory Approval
• Contractual Dispute
• Liquidation

MBT Petroleum (Pty) Ltd v Shalom Afslaers CC (M 622/2021)

MBT Petroleum (Pty) Ltd v Shalom Afslaers CC (M 622/2021) [2022] ZANWHC 11 (25 March 2022)

Court

North West High Court, Mafikeng

Case number

M 622/2021

Judge

R D Hendricks

The High Court dismissed a liquidation application because the alleged debt was bona fide disputed on reasonable grounds and the process was an abuse.

• Close Corporation Liquidation
• Bona Fide Dispute Of Debt
• Abuse Of Process
• Punitive Costs
• Retail And Supply Agreement
• Close-corporation-liquidation

Thusanyo Investments (Pty) Ltd v Maduo Supply & Projects CC (39913/20)

Thusanyo Investments (Pty) Ltd v Maduo Supply & Projects CC (39913/20) [2022] ZAGPPHC 95 (24 February 2022)

Court

North Gauteng High Court, Pretoria

Case number

39913/20

Judge

Bokako

The High Court dismissed an application to wind up a close corporation, finding the alleged debt was bona fide disputed, with procedural noncompliance also raised.

• Close Corporation Liquidation
• Locus Standi
• Bona Fide Dispute
• Security For Costs
• Service On Employees And Sars
• Close-corporation-liquidation