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…

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

Ngonyama v Kwinana (2018/45883; 2019/40463; 2020/16341)

Ngonyama v Kwinana (2018/45883; 2019/40463; 2020/16341) [2025] ZAGPJHC 461 (6 May 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2018/45883; 2019/40463; 2020/16341

Judge

L Windell

High Court judgment on joinder, rescission, execution, and company-record access in a long-running shareholding dispute. Joinder and rescission were dismissed; section 161, section 26, and execution relief were granted.

• Companies Act 2008
• Shareholder Disputes
• Joinder Of Parties
• Rescission Of Judgment
• Beneficial Ownership
• Enforcement Of Court Orders

Cowan and Others v Norton and Others (2024/090281)

Cowan and Others v Norton and Others (2024/090281) [2025] ZAGPJHC 358 (25 March 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2024/090281

Judge

De Oliveira

The court dismissed an application over PAC’s shareholding dispute, holding FPS was not a shareholder and had no voting rights to block director changes.

• Shareholder Dispute
• Director Removal
• Issuance Of Shares
• Beneficial Interest
• Interim Interdict
• Companies Act 2008

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.

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

Jones and Others v Delport and Others (2023/082594)

Jones and Others v Delport and Others (2023/082594) [2024] ZAGPPHC 1182 (20 November 2024)

Court

North Gauteng High Court, Pretoria

Case number

2023/082594

Judge

H F Oosthuizen

The court found that the applicants failed to establish truly exceptional circumstances justifying deviation from the default rule that the appeal process suspends the operation and execution of the order. The applicants did not prove on a balance of probabilities that they would suffer irreparable harm if the order is not implemented. Allegations of financial mismanagement and lack of oversight may harm the companies or their shareholders, but there was no evidence of irreparable harm to the applicants themselves. The absence of irreparable harm to the respondents does not suffice, as all re…

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• Section 18 Application
• Director Removal
• Companies Act 2008
• Exceptional Circumstances
• Irreparable Harm

Lipton N.O and Others v Activate Telecoms (Pty) Ltd (2022/018723)

Lipton N.O and Others v Activate Telecoms (Pty) Ltd (2022/018723) [2024] ZAGPJHC 845 (29 August 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022/018723

Judge

Senyatsi

The High Court dismissed an opposed winding-up application, finding the alleged debt was bona fide disputed and the oppression claim was not proved.

• Winding Up Of Company
• Creditor Liquidation
• Shareholder Oppression
• Companies Act 1973
• Companies Act 2008
• Winding-up

Dlamini v Imbokodv Lemabalabala Holdings Limited (2022/051081)

Dlamini v Imbokodv Lemabalabala Holdings Limited (2022/051081) [2024] ZAGPJHC 647 (16 July 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022/051081

Judge

Adams

The court found that the applicants failed to establish any factual or legal basis for the relief sought. The arbitral award, which was not challenged on review or appeal, established that ILH is and was the sole shareholder of ILF, and Mr Dlamini was never a shareholder. His removal as director was lawful and properly effected by the shareholder, ILH, in accordance with the Companies Act and shareholders' agreements. The applicants' claims regarding entitlement to dividends, board reconstruction, and procedural irregularities were unsupported by the evidence and contradicted by the establish…

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• Shareholder Rights
• Director Removal
• Companies Act 2008
• Broad Based Black Economic Empowerment
• Arbitration Award Enforcement
• Declaratory Relief

Styger and Others v DDD Diesel Deliveries (Pty) Ltd and Others (2024-055364)

Styger and Others v DDD Diesel Deliveries (Pty) Ltd and Others (2024-055364) [2024] ZAGPPHC 501 (28 May 2024)

Court

North Gauteng High Court, Pretoria

Case number

2024-055364

Judge

GN Moshoana

The High Court dismissed an urgent bid to stop a shareholders’ meeting on removing a director, finding no proven unlawfulness and a material dispute of fact.

• Removal Of Director
• Shareholder Meeting
• Companies Act 2008
• Urgent Interdict
• Dispute Of Fact
• Director-removal

Xpharm (Pty) Ltd v Emoyamed Hospital (Pty) Ltd (36/2023)

Xpharm (Pty) Ltd v Emoyamed Hospital (Pty) Ltd (36/2023) [2023] ZAFSHC 195 (24 May 2023)

Court

Free State High Court, Bloemfontein

Case number

36/2023

Judge

Van Rhyn

The court held that a pending business rescue application suspended provisional liquidation proceedings and removed the liquidation matter from the roll.

• Provisional Liquidation
• Business Rescue
• Jurisdiction Of High Court
• Companies Act 1973
• Companies Act 2008
• Provisional-liquidation

Macneil Plastics (Pty) Ltd v Wilhem N.O and Others (A228/2019)

Macneil Plastics (Pty) Ltd v Wilhem N.O and Others (A228/2019) [2023] ZAGPPHC 357; 2024 (1) SA 468 (GP) (18 May 2023)

Court

North Gauteng High Court, Pretoria

Case number

A228/2019

Judges

KJ Mogale, L M Molopa-Sethosa, N C Sethusha-Shongwe

The court held that the effect of a section 131(6) Companies Act order is to suspend, not terminate, liquidation proceedings already underway. The winding-up order remains in place, and the concursus creditorum established by the liquidation is not undone by subsequent business rescue proceedings. Payments made after the final liquidation order but before the commencement of business rescue are void ab initio under section 341(2) of the Companies Act, 1973, and cannot be validated by the subsequent business rescue. The orders of Tuchten J and Potterill J suspended and then reinstated the liqu…

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• Business Rescue
• Void Disposition
• Concursus Creditorum
• Companies Act 1973
• Companies Act 2008