South Africa Case Law

Wessels N.O and Others v Janse Van Rensburg N.O and Others (48555/2011)

Wessels N.O and Others v Janse Van Rensburg N.O and Others (48555/2011) [2025] ZAGPPHC 154 (13 February 2025)

Court

North Gauteng High Court, Pretoria

Case number

48555/2011

Judge

N Davis

The court found that the applicants failed to prove that all creditors and liquidators had been paid or that adequate provision had been made for their claims. Significant disputes remain regarding the fees of the erstwhile and current liquidators, as well as levy claims by Mabalingwe Shareblock. The settlement agreement relied upon by the applicants was not signed by all relevant parties and left several substantial claims unresolved, which would require further litigation if the winding-up were set aside. The court held that it is inappropriate for such disputes to be litigated after the te…

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• Winding Up Of Companies
• Liquidator Fees
• Creditor Settlement
• Companies Act Section 354
• Business Rescue
• Distribution Of Estate Assets

Modisakeng v Bapho Ba Mogale Investments NPC and Others (M579/2023)

Modisakeng v Bapho Ba Mogale Investments NPC and Others (M579/2023) [2023] ZANWHC 227 (14 December 2023)

Court

North West High Court, Mafikeng

Case number

M579/2023

Judge

Petersen

The applicant, as the appointed representative of the sole shareholder, has locus standi to bring the application. All proven claims against Bapho Ba Mogale Investments NPC have been settled, and a surplus remains for the benefit of the community. The company holds valuable financial interests in dividend-yielding subsidiaries, and the applicant undertakes to ensure proper governance. The subsequent events demonstrate that the continuance of the winding-up is unnecessary and undesirable. The court exercises its discretion under section 354(1) of the Companies Act to set aside the winding-up o…

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• Setting Aside Winding Up
• Companies Act Section 354
• Locus Standi
• Liquidation Distribution
• Shareholder Rights

Mokasule N.O v Botha N.O and Others (M283/20)

Mokasule N.O v Botha N.O and Others (M283/20) [2023] ZANWHC 54 (17 May 2023)

Court

North West High Court, Mafikeng

Case number

M283/20

Judge

Reddy

The High Court held that a company director lacked locus standi to seek rescission of a winding-up order and dismissed the application with costs in liquidation.

• Locus Standi
• Winding Up
• Rescission Of Order
• Companies Act Section 354
• Rule 42 Uniform Rules
• Locus-standi

Blue Bulls Company (Pty)Ltd vs Mega Burst Oils and Fuels (Pty)Ltd (2021/18739)

Blue Bulls Company (Pty)Ltd vs Mega Burst Oils and Fuels (Pty)Ltd (2021/18739) [2022] ZAGPJHC 314 (21 April 2022)

Court

South Gauteng High Court, Johannesburg

Case number

2021/18739

Judge

Molahlehi

The court held that the applicant failed to persuade it to exercise its discretion in favour of rescinding the winding-up order. Although the applicant settled the debt with the first respondent and obtained its consent, the interests of other creditors, notably FNB, who is owed over R2 million, were not addressed or safeguarded. The applicant also failed to make provision for the remuneration and expenses of the liquidators, whose interests must be protected before a winding-up order is set aside. The court confirmed that rescission applications must be brought under section 354 of the Compa…

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• Winding Up Order Rescission
• Companies Act Section 354
• Liquidator Powers
• Creditor Interest
• Urgent Application Procedure

Nyhonyha and Others v Venter N.O and Others (35508/20)

Nyhonyha and Others v Venter N.O and Others (35508/20) [2021] ZAGPJHC 20; [2021] 2 All SA 507 (GJ) (22 January 2021)

Court

South Gauteng High Court, Johannesburg

Case number

35508/20

Judge

Vally

The court found that Regiments Capital (Pty) Ltd, after considering all assets including shareholdings in Coral, Kgoro, and Little River, is commercially solvent and able to pay all creditors, including SARS, once its tax assessment is issued. The applicants provided undertakings that related creditors would be paid only after external creditors and SARS are satisfied. The conduct of Regiments' directors and attorneys was criticised for lack of transparency and failure to comply with statutory obligations, but this did not preclude relief. The Tate report was found lacking in detail but, toge…

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• Setting Aside Winding Up
• Companies Act Section 354
• Creditor Priority
• Capital Gains Tax
• Commercial Morality
• Tax Assessment Liability