South Africa Case Law

As Van Dyk Familie Trust (Pty) Ltd and Others v Kemp and Another (025143/2022)

As Van Dyk Familie Trust (Pty) Ltd and Others v Kemp and Another (025143/2022) [2025] ZAGPPHC 239 (7 March 2025)

Court

North Gauteng High Court, Pretoria

Case number

025143/2022

Judge

Baqwa

The court found that the applicants, as shareholders holding at least 10% of the voting rights, had complied with the statutory requirements of section 61(3) of the Companies Act by delivering a valid written demand for a shareholders meeting. The first respondent, as sole director, was legally obliged to convene such a meeting. The respondents' opposition, including arguments about non-joinder and alleged sale of shares, was rejected as either irrelevant or unsupported by evidence. The court held that notification of other shareholders would occur as part of the order and that their rights w…

Source excerpt

• Companies Act Section 61
• Shareholders Meeting
• Non Joinder
• Locus Standi
• Costs On Punitive Scale

Besso Investments (Pty) Ltd and Others v Capeco Development (Pty) Ltd and Others (3812/2024)

Besso Investments (Pty) Ltd and Others v Capeco Development (Pty) Ltd and Others (3812/2024) [2024] ZAECQBHC 74; [2025] 1 All SA 622 (ECP) (28 November 2024)

Court

Eastern Cape High Court, Gqeberha

Case number

3812/2024

Judge

Potgieter

The court found that the applicants, as shareholders, were entitled to demand a shareholders' meeting for the purpose of considering the removal of directors under section 61(3) of the Companies Act. The memorandum of incorporation did not empower shareholders to call the meeting themselves; only the board could do so. The respondents' insistence on receiving detailed reasons or grounds for their removal was rejected, as the Act does not require shareholders to provide such reasons when seeking to remove directors. The court distinguished Timcke, holding that the correct position is reflected…

Source excerpt

• Companies Act Section 61
• Removal Of Directors
• Shareholders Meeting
• Notice Requirements
• Memorandum Of Incorporation Interpretation

Mkhwanazi and Another v Manvin Resources (Pty) Ltd and Others (2024-086554)

Mkhwanazi and Another v Manvin Resources (Pty) Ltd and Others (2024-086554) [2024] ZAGPPHC 820 (19 August 2024)

Court

North Gauteng High Court, Pretoria

Case number

2024-086554

Judge

Strijdom

The High Court held that a shareholders’ meeting convened outside section 61 of the Companies Act was unlawful, and set aside its resolutions with punitive costs.

• Shareholders Meeting
• Companies Act Section 61
• Director Removal
• Urgent Declaratory Relief
• Locus Standi
• Service Of Process

Unemployment Insurance Fund and Another v Johnson and Others (134443/2023)

Unemployment Insurance Fund and Another v Johnson and Others (134443/2023) [2024] ZAGPPHC 765 (30 July 2024)

Court

North Gauteng High Court, Pretoria

Case number

134443/2023

Judge

N Davis

The court granted declaratory and mandatory relief allowing the UIF to exercise voting rights in pledged shares after Homii’s default, and ordered punitive costs.

• Loan Default
• Security Enforcement
• Jurisdictional Challenge
• Shareholder Rights
• Costs Punitive
• Companies Act Section 61

Brikor Limited and Another v Parkin N.O. and Others (11622/2020)

Brikor Limited and Another v Parkin N.O. and Others (11622/2020) [2021] ZAGPJHC 525 (4 March 2021)

Court

South Gauteng High Court, Johannesburg

Case number

11622/2020

Judge

MJ Engelbrecht

The High Court postponed a shareholder-meeting challenge so it could be heard with a later related application, finding the matters were inter-related and no substantial prejudice was shown.

• Companies Act Section 61
• Shareholder Meetings
• Director Removal
• Postponement Of Proceedings
• Companies-act
• Shareholder-meetings

Hlatswayo and Another v Maake and Others (24833/20)

Hlatswayo and Another v Maake and Others (24833/20) [2020] ZAGPPHC 651 (11 September 2020)

Court

North Gauteng High Court, Pretoria

Case number

24833/20

Judge

V M Nqumse

The court found that the conduct of the first and sixth respondents triggered the urgent application, and the applicants were justified in approaching the court when no response was received from CIPC. However, once the applicants became aware that the relief sought had been achieved and the matter was moot, their refusal to withdraw the application resulted in unnecessary costs. The court held that the applicants are entitled to costs incurred up to 14 June 2020, but not thereafter, as any further costs were unnecessarily incurred. The respondents are ordered to pay the applicants' costs joi…

Source excerpt

• Director Removal
• Shareholder Meeting Irregularity
• Costs Award
• Companies Act Section 61
• Mootness
• Urgent Application Procedure

Heatherview Estate Extension 24 Home Owners Association v Mahlatse Trading Enterprise CC and Others (22616/2019)

Heatherview Estate Extension 24 Home Owners Association v Mahlatse Trading Enterprise CC and Others (22616/2019) [2019] ZAGPPHC 180 (20 May 2019)

Court

North Gauteng High Court, Pretoria

Case number

22616/2019

Judge

Ranchod

The court held that section 61 of the Companies Act requires that shareholders or members may request the board to convene a meeting, but only the board is empowered to do so. If the board fails to act, the remedy for shareholders is to apply to the court under section 61(12). The respondents' decision to convene the meeting themselves was unlawful, and the resolutions adopted at that meeting were void. The court rejected the respondents' argument that the permissive wording of section 61(12) allowed them to bypass the court. The court further found that issues regarding quorum and the classi…

Source excerpt

• Companies Act Section 61
• Unlawful Shareholders Meeting
• Removal Of Directors
• Memorandum Of Incorporation
• Quorum Requirements

Ex parte: Sakhile Initiative Limited (RF) (CT003Jan2018)

Ex parte: Sakhile Initiative Limited (RF) (CT003Jan2018) [2018] ZACT 1 (18 January 2018)

Court

Competition Tribunal

Case number

CT003Jan2018

Judge

PJ Veldhuizen

The Companies Tribunal granted Sakhile Initiative Limited (RF) extra time to hold its 2017 annual general meeting, finding good cause under section 61(7)(b).

• Annual General Meeting Extension
• Companies Act Section 61
• Memorandum Of Incorporation Amendment
• Annual-general-meeting-extension
• Companies-act-section-61
• Memorandum-of-incorporation-amendment

Hlahla v Els and Others (14018/2016)

Hlahla v Els and Others (14018/2016) [2016] ZAGPJHC 327 (6 December 2016)

Court

South Gauteng High Court, Johannesburg

Case number

14018/2016

Judge

S Weiner

The court held that the applicant, as a shareholder holding more than 20% of the shares, is entitled under both the shareholders' agreement and the Companies Act to require the company to convene a shareholders' meeting for the election of directors. The statutory remedy under section 61(12) of the Act is not precluded by the arbitration clause in the shareholders' agreement, as the right to convene a meeting is not a dispute subject to arbitration but a statutory entitlement. The court found that none of the proposed directors are disqualified or ineligible under section 69 of the Act, and a…

Source excerpt

• Shareholder Rights
• Appointment Of Directors
• Companies Act Section 61
• Arbitration Clause
• Vexatious Litigation

: Small Enterprise Finance Agency (Ltd) (CT009June2015), Ex parte

: Small Enterprise Finance Agency (Ltd) (CT009June2015), Ex parte [2015] ZACT 63 (1 July 2015)

Court

Competition Tribunal

Case number

CT009JUNE2015

Judge

Kganyago M.F

The Companies Tribunal granted SEFA leave to hold its AGM later than 15 months after the previous AGM, finding good cause based on pending board and audit committee appointments.

• Annual General Meeting Extension
• Companies Act Section 61
• Board Appointment Delay
• Annual-general-meeting-extension
• Companies-act-section-61
• Board-appointment-delay