South Africa Case Law

Pillay v Stokes and Others (2022/22021)

Pillay v Stokes and Others (2022/22021) [2025] ZAGPJHC 733 (24 July 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2022/22021

Judge

Maier-Frawley

The court found that the second and third respondents, acting as executive directors, failed to comply with statutory obligations by not holding annual general meetings, not preparing audited financial statements for several years, and failing to conduct due diligence on qualifying companies. Their explanations for non-compliance were inadequate and did not excuse their breaches. The directors' conduct amounted to gross negligence and wilful misconduct, justifying a declaration of delinquency under section 162(5) of the Companies Act. The fourth respondent, as a non-executive director, demons…

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• Delinquent Director
• Fiduciary Duties
• Companies Act Section 162
• Failure To Hold Agm
• Failure To Prepare Audited Financials
• Breach Of Subscription Agreement

Makasi and Others v Radebe and Another (2019/29559)

Makasi and Others v Radebe and Another (2019/29559) [2025] ZAGPJHC 493 (20 May 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2019/29559

Judge

Engelbrecht

The High Court declared the Second Respondent a delinquent director and guilty of an offence under the Companies Act, and dismissed his counter-application.

• Delinquent Director
• Companies Act Section 162
• Reckless Trading
• Fraudulent Misrepresentation
• Director Liability
• Settlement Agreement

Delta Property Fund Limited v Nomvete and Others (21/58226)

Delta Property Fund Limited v Nomvete and Others (21/58226) [2025] ZAGPJHC 64 (21 January 2025)

Court

South Gauteng High Court, Johannesburg

Case number

21/58226

Judge

Vally

High Court held three former Delta directors delinquent for serious misconduct, rejected a pactum de non petendo defence, and ordered damages and costs.

• Delinquent Director
• Fiduciary Duty
• Companies Act Section 162
• Breach Of Trust
• Corporate Governance
• Director Liability

Smuts v Kromelboog Conservation Services (Pty) Ltd and Another (511/2023)

Smuts v Kromelboog Conservation Services (Pty) Ltd and Another (511/2023) [2024] ZASCA 156 (14 November 2024)

Court

Supreme Court of Appeal

Case number

511/2023

Judges

Dambuza, Mabindla-Boqwana, Molefe, Hendricks, Baartman

The Supreme Court of Appeal found that Dr Smuts, as sole director of Kromelboog, engaged in serious misconduct by clearing company funds, authorising payments and donations for personal benefit, causing the company to pay legal fees for his own litigation, and attempting to usurp company operations. These actions were taken while the company was insolvent and without shareholder approval, in clear breach of statutory duties and fiduciary obligations. The court held that Dr Smuts acted in a conflicted position, grossly abused his position as director, and inflicted harm on Kromelboog. The cond…

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• Delinquent Director
• Companies Act Section 162
• Fiduciary Duties
• Conflict Of Interest
• Gross Negligence
• Director Liability

Joubert v Black Rhino Game Lodge (Pty) Ltd and Others (083030/2023)

Joubert v Black Rhino Game Lodge (Pty) Ltd and Others (083030/2023) [2024] ZAGPPHC 1088 (24 October 2024)

Court

North Gauteng High Court, Pretoria

Case number

083030/2023

Judge

Retief

High Court case on contempt, rescission and stay of a consent order in a family company and trust dispute. Contempt failed; execution was stayed pending Part B.

• Contempt Of Court
• Stay Of Execution
• Rescission Of Judgment
• Companies Act Section 162
• Trust Administration
• Contempt-of-court

Companies and Intellectual Property Commission v Maja and Others (62755/2018))

Companies and Intellectual Property Commission v Maja and Others (62755/2018)) [2024] ZAGPPHC 354 (9 April 2024)

Court

North Gauteng High Court, Pretoria

Case number

62755/2018

Judge

Tolmay

The court found that there was a factual dispute regarding responsibility for the non-compliance and irregularities at SEI 1. The applicant failed to prove gross negligence, willful misconduct, or breach of trust by the first and seventh respondents as required by section 162(5)(c)(aa) of the Companies Act. The evidence showed that both respondents made attempts to rectify the situation and that the applicant did not act timeously. The court interpreted section 162(5)(d) in context, holding that a mere literal reading would lead to absurd results and that the court must consider the facts and…

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• Delinquent Director
• Companies Act Section 162
• Gross Negligence
• Willful Misconduct
• Compliance Notice
• Statutory Interpretation

Vantage Mezzanine Fund II Partnership and Another v Hopeson and Others (2022-045978)

Vantage Mezzanine Fund II Partnership and Another v Hopeson and Others (2022-045978) [2024] ZAGPJHC 235 (8 March 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022/045978

Judge

Manoim

The court held that its previous order amending the particulars of claim was not final, definitive, or dispositive of the parties' rights, and thus not appealable under the Zweni test. The issue of whether the plaintiffs, as creditors, have standing to seek disqualification of directors under section 162 of the Companies Act is a factual enquiry to be determined at trial, not a point of substantive law finally decided at this stage. The court rejected the argument that leave of the court is required before issuing summons under section 157(1)(d), following previous decisions and noting that t…

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• Leave To Appeal
• Standing Of Creditors
• Delinquent Directors
• Companies Act Section 162
• Public Interest Standing

South African Medical Association NPC v Sihlangu and Another (1141/2021)

South African Medical Association NPC v Sihlangu and Another (1141/2021) [2022] ZAGPPHC 968 (6 December 2022)

Court

North Gauteng High Court, Pretoria

Case number

1141/2021

Judge

E van der Schyff

The applicant failed to prove that the respondents, while serving as directors, grossly abused their position, took personal advantage of information, or acted with gross negligence, wilful misconduct, or breach of trust. The evidence showed that the respondents disclosed their interests in HPG as required, and the applicant's own procedures mandated that the board determine and resolve any conflict. There was no substantiation that the respondents caused harm or loss to the applicant or appropriated business opportunities. The application for delinquency was not supported by facts, and the r…

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• Delinquent Director
• Conflict Of Interest
• Breach Of Trust
• Companies Act Section 162
• Director Duties

Mkhatshwa v Ndlovu and Others (37983/2021)

Mkhatshwa v Ndlovu and Others (37983/2021) [2022] ZAGPPHC 684 (12 September 2022)

Court

North Gauteng High Court, Pretoria

Case number

37983/2021

Judge

Potterill

The court found that the applicant was both de facto and de jure a director of the companies, as his removal was procedurally invalid and not reflected at the CIPC. The purported removal did not comply with the requirements of section 71 of the Companies Act, and the reinstatement by the CIPC was lawful. The evidence established that the first respondent, Kenneth Ndlovu, grossly abused his position as director by misappropriating company assets, transferring funds without board resolutions, and acting in breach of his fiduciary duties. The conduct included transferring millions to a personal…

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• Delinquent Director
• Companies Act Section 162
• Director Removal
• Fiduciary Duties
• Business Rescue
• Misappropriation Of Company Assets

Breadline Africa RSA (NPC) and Another v Bhana (2022/3648)

Breadline Africa RSA (NPC) and Another v Bhana (2022/3648) [2022] ZAGPJHC 598 (24 August 2022)

Court

South Gauteng High Court, Johannesburg

Case number

2022/3648

Judge

Thupaatlase

Unopposed High Court application declaring a company director delinquent for fraud, false qualifications, false representations, and misuse of her position.

• Delinquent Director
• Companies Act Section 162
• Fiduciary Duties
• Wilful Misconduct
• Gross Negligence
• Delinquent-director