South Africa Case Law

Van Den Heever N.O and Another v Merchant Commercial Finance 1 (Pty) Ltd t/a Merchant Factors and Another (7595/2024)

Van Den Heever N.O and Another v Merchant Commercial Finance 1 (Pty) Ltd t/a Merchant Factors and Another (7595/2024) [2025] ZAWCHC 317 (29 July 2025)

Court

Western Cape High Court, Cape Town

Case number

7595/2024

Judge

Mangcu-Lockwood

The court held that sections 348 and 341(2) of the Companies Act 1973 apply to winding-up orders granted under section 130(5)(c) of the Companies Act 2008. The deeming provision in section 348 operates to fix the commencement of winding-up at the date of presentation of the application, regardless of whether the application is brought under the 1973 or 2008 Act. The payments made by JPK to Merchant after the presentation of the winding-up application are rendered void by the retrospective effect of section 341(2), as they undermine the concursus creditorum and the rights of other creditors. T…

Source excerpt

• Winding Up Of Companies
• Void Dispositions
• Concursus Creditorum
• Business Rescue Conversion
• Companies Act 1973
• Companies Act 2008

Imperial Logistics Advance (Pty) Ltd v Master of the High Court, Pretoria and Others (2023/054694)

Imperial Logistics Advance (Pty) Ltd v Master of the High Court, Pretoria and Others (2023/054694) [2025] ZAGPPHC 737 (24 July 2025)

Court

North Gauteng High Court, Pretoria

Case number

2023/054694

Judge

Flatela Luleka

The High Court granted an interim interdict stopping the Master’s appointment of additional liquidators and the postponement of a section 417/418 inquiry pending Part B.

• Appointment Of Liquidators
• Conflict Of Interest
• Creditors Rights
• Interim Interdict
• Fair Administrative Action
• Companies Act 1973

Dr Waa Gouws (Johannesburg) v HR Computek (Pty) Ltd and Others (909/2023)

Dr Waa Gouws (Johannesburg) v HR Computek (Pty) Ltd and Others (909/2023) [2025] ZASCA 103 (15 July 2025)

Court

Supreme Court of Appeal

Case number

909/2023

Judges

Mbatha, Mothle, Hughes, Unterhalter, Modiba

The Supreme Court of Appeal held that section 354(1) of the Companies Act does not exclude the common law rights of a company or its directors to apply for rescission of a winding-up order. The directors retain residual powers to act on behalf of the company in liquidation, including challenging or appealing winding-up orders, without the cooperation of liquidators. The application for rescission may be brought under common law or Rule 42(1)(a) of the Uniform Rules of Court, which is not restricted to liquidators, creditors, or members. The high court was correct in finding that HR Computek h…

Source excerpt

• Locus Standi
• Winding Up
• Rescission Of Order
• Directors Residual Powers
• Fiduciary Duties
• Companies Act 1973

Smith N.O and Another v Magnus N.O and Others (4220/2022; 4221/2022; 4222/2022)

Smith N.O and Another v Magnus N.O and Others (4220/2022; 4221/2022; 4222/2022) [2025] ZAFSHC 109 (20 March 2025)

Court

Free State High Court, Bloemfontein

Case number

4220/2022; 4221/2022; 4222/2022

Judges

Mhlambi, Loubser, Daniso

The court found that the payments made by the business rescue practitioner to the respondents after the commencement of winding-up proceedings were not bona fide, not made in the ordinary course of business, and improperly preferred certain creditors over others. The business rescue practitioner acted outside the scope of the adopted business rescue plan and without proper creditor approval. The respondents were aware of the company's financial distress and the pending liquidation application. The courts a quo misapplied the law by validating the payments under section 341(2) of the Companies…

Source excerpt

• Business Rescue
• Void Dispositions
• Companies Act 1973
• Preferent Creditors
• Liquidation Proceedings
• Judicial Discretion

Van Zyl N.O and Another v Cometa Trading (Pty) Ltd (Leave to Appeal) (4425/24)

Van Zyl N.O and Another v Cometa Trading (Pty) Ltd (Leave to Appeal) (4425/24) [2025] ZAWCHC 112 (17 March 2025)

Court

Western Cape High Court, Cape Town

Case number

4425/24

Judge

Montzinger

The court dismissed Cometa Trading’s application for leave to appeal against a judgment setting aside a post-winding-up disposition by Senqu Coal Trading.

• Leave To Appeal
• Voidable Disposition
• Companies Act 1973
• Agency
• Bank Account Ownership
• Leave-to-appeal

Investec Bank Limited v Culverwell Cattle Company (Pty) Ltd (048263/2022)

Investec Bank Limited v Culverwell Cattle Company (Pty) Ltd (048263/2022) [2025] ZAGPJHC 291 (17 March 2025)

Court

South Gauteng High Court, Johannesburg

Case number

048263/2022

Judge

Mahalelo

The court found that Investec had established on a balance of probabilities that Culverwell Cattle Company is unable to pay its debts and is both commercially and factually insolvent. The application complied with the procedural requirements of section 346(4A) of the Companies Act 61 of 1973. The respondent failed to rebut the presumption of insolvency and did not demonstrate any genuine dispute of fact regarding its financial position. The court was satisfied that the requirements for a final winding up order had been met and that it was just and equitable to grant the relief sought.

Source excerpt

• Company Winding Up
• Commercial Insolvency
• Companies Act 1973
• Companies Act 2008
• Statutory Requirements For Winding Up

Muller N.O and Another v Cultigrain (Pty) Ltd (1916/2023)

Muller N.O and Another v Cultigrain (Pty) Ltd (1916/2023) [2025] ZAWCHC 115 (17 March 2025)

Court

Western Cape High Court, Cape Town

Case number

1916/2023

Judge

Holderness

High Court ruling on void dispositions under section 341(2) of the Companies Act, distinguishing payments for pre- and post-concursus deliveries.

• Winding Up
• Voidable Dispositions
• Executory Contracts
• Companies Act 1973
• Concursus Creditorum
• Winding-up

Carrim N.O and Others v BP Southern African Proprietary Limited and Others (Leave to Appeal) (2023-098436)

Carrim N.O and Others v BP Southern African Proprietary Limited and Others (Leave to Appeal) (2023-098436) [2025] ZAGPPHC 221 (3 March 2025)

Court

North Gauteng High Court, Pretoria

Case number

2023-098436

Judge

E van der Schyff

The High Court refused leave to appeal, holding that section 341(2) of the Companies Act 61 of 1973 was clear and that no reasonable prospect of success was shown.

• Companies Act 1973
• Interpretation Of Statutes
• Leave To Appeal
• Liquidation Proceedings
• Companies-act-1973
• Statutory-interpretation

Outdoor Illumination (Pty) Ltd v Munwap Cafe (Pty) Ltd (2024-124949)

Outdoor Illumination (Pty) Ltd v Munwap Cafe (Pty) Ltd (2024-124949) [2025] ZAGPPHC 148 (18 February 2025)

Court

North Gauteng High Court, Pretoria

Case number

2024-124949

Judge

Swanepoel

The High Court dismissed a winding-up application because a section 345 demand was sent by registered mail, with no proof it was left at the registered office.

• Winding Up Of Company
• Service Of Statutory Demand
• Companies Act 1973
• Strict Compliance
• Registered Office Requirement
• Winding-up-of-company

Sinosa Tech (Pty) Limited v Macla Mining Pty Ltd (2023/029115)

Sinosa Tech (Pty) Limited v Macla Mining Pty Ltd (2023/029115) [2024] ZAGPJHC 1186; 2025 (3) SA 653 (GJ) (20 November 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2023/029115

Judge

Theron

The court found that the applicant had discharged its onus to establish the respondent's indebtedness and that the respondent failed to raise a bona fide dispute. The court held that service on the employees was sufficient, as the applicant furnished a service affidavit, attached sheriff's returns, and took additional steps to notify employees. The court rejected the respondent's argument that only the sheriff can depose to the affidavit required by Section 346(4A), finding that an attorney's affidavit supported by sheriff's returns meets the statutory requirements. The court was satisfied th…

Source excerpt

• Final Liquidation
• Service Of Process
• Companies Act 1973
• Proof Of Indebtedness