South Africa Case Law

Peter v Mimosa Court Shareblock RF (Pty) Ltd and Others (7651/2024)

Peter v Mimosa Court Shareblock RF (Pty) Ltd and Others (7651/2024) [2024] ZAWCHC 242 (5 September 2024)

Court

Western Cape High Court, Cape Town

Case number

7651/2024

Judge

Pangarker

The court held that section 71(5) of the Companies Act 71 of 2008 prescribes a strict 20 business day period for a director to apply for review of a board's determination to remove him. The statutory language does not provide for condonation of late applications, and the time period is triggered by the board's determination, not by the director's formal receipt of the resolution or record of deliberations. The applicant was found to have obtained actual knowledge of the board's decision on 12 March 2024, the day after the meeting, and the last day to deliver the review application was 11 Apri…

Source excerpt

• Removal Of Director
• Companies Act Section 71
• Statutory Interpretation
• Review Application Time Limits

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

Jones and Others v Hendrik Frederick Delport and Others (2023/082594) [2024] ZAGPPHC 833; 2025 (2) SA 193 (GP) (28 August 2024)

Court

North Gauteng High Court, Pretoria

Case number

2023/082594

Judge

H F Oosthuizen

The court found that the applicants' conduct in supporting the removal of certain directors in a related company was not performed in their capacity as directors of the respondent companies and therefore could not constitute neglect or dereliction under section 71(3)(b) of the Companies Act. There was no evidence that the applicants used their positions as directors to benefit Mr Coetzee or to undermine legal action against him. The allegations against the applicants were speculative and unsupported by facts. The applicants did not breach their duties under section 76(2)(a), 76(3)(b), or 76(3…

Source excerpt

• Removal Of Directors
• Companies Act Section 71
• Board Powers
• Statutory Review
• Director Duties

Siyakhula Sonke Empowerment Corporation (Pty) Ltd and Others v Redpath Mining (South Africa) (Pty) Ltd and Another (9234/2022)

Siyakhula Sonke Empowerment Corporation (Pty) Ltd and Others v Redpath Mining (South Africa) (Pty) Ltd and Another (9234/2022) [2024] ZAGPJHC 680 (22 July 2024)

Court

South Gauteng High Court, Johannesburg

Case number

9234/2022

Judge

ML Senyatsi

The court held that the review of Mr Arendse's removal as a director of RMSA is governed by section 71(5) of the Companies Act, which provides for a narrow statutory review limited to procedural and jurisdictional compliance. The Promotion of Administrative Justice Act and the principle of legality do not apply, as RMSA is a private company and the removal is not administrative action. The board complied with the requirements of section 71 by providing sufficient notice and opportunity for Mr Arendse to respond. The allegations of bias and bad faith were not substantiated, and the evidence pr…

Source excerpt

• Removal Of Director
• Companies Act Section 71
• Procedural Fairness
• Fiduciary Duties
• Minority Shareholder Rights

Langeni and Another v South African Women In Mining Association and Others (27669/2022)

Langeni and Another v South African Women In Mining Association and Others (27669/2022) [2023] ZAGPJHC 1309 (10 November 2023)

Court

South Gauteng High Court, Johannesburg

Case number

27669/2022

Judge

ML Senyatsi

The High Court set aside the board’s removal of two SAMIWA directors, finding no valid section 71 ground and no proper basis beyond internal infighting.

• Removal Of Directors
• Fiduciary Duties
• Companies Act Section 71
• Procedural Fairness
• Board Resolutions
• Removal-of-directors

Litabe v Di Thabeng Wholesale Fuel Supply (Pty) Ltd and Others (434/2022)

Litabe v Di Thabeng Wholesale Fuel Supply (Pty) Ltd and Others (434/2022) [2023] ZAFSHC 376 (9 October 2023)

Court

Free State High Court, Bloemfontein

Case number

434/2022

Judges

Daffue, Daniso

The court found that the respondents failed to prove that the second respondent was a shareholder, let alone a majority shareholder, of the first respondent. No valid share certificate, securities register entry, or authenticated transfer was presented. Consequently, the shareholders' meeting at which the applicant was removed was not properly constituted, rendering the removal invalid and contrary to section 71 of the Companies Act. The applicant is entitled to reinstatement as director. The court declined to order the provision of company documents, finding no proper case made out and notin…

Source excerpt

• Removal Of Directors
• Shareholder Rights
• Companies Act Section 71
• Review Of Shareholder Resolution

Rametse v Mathada and Others (2023-056232)

Rametse v Mathada and Others (2023-056232) [2023] ZAGPJHC 712 (19 June 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2023-056232

Judge

Moorcroft

The High Court set aside the applicant’s removal as a director, finding the Companies Act procedure was not followed and ordering reinstatement and correction of CIPC records.

• Removal Of Director
• Companies Act Section 71
• Shareholder Rights
• Urgent Interdict
• Director-removal
• Companies-act-section-71

Piotrans (Pty) Ltd and Another v MMC of Transport COJ and Others (2023/037410)

Piotrans (Pty) Ltd and Another v MMC of Transport COJ and Others (2023/037410) [2023] ZAGPJHC 601 (30 May 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2023/037410

Judge

Malungana

The court found that the applicants failed to establish urgency, as they were aware of the shareholders' meeting and the impending changes but delayed taking action. The relief sought was largely an afterthought, triggered by the respondents' opposing papers. The shareholders, holding a substantial majority of shares, lawfully exercised their rights under the Companies Act and the Memorandum of Incorporation to remove and appoint directors. The applicants, whose board was dissolved, lacked locus standi to bring proceedings on behalf of the first applicant. The complexity and volume of the pap…

Source excerpt

• Companies Act Section 71
• Memorandum Of Incorporation
• Urgent Interdict
• Locus Standi
• Board Removal
• Shareholder Resolution

Pityana v ABSA Group Limited and Others

Pityana v ABSA Group Limited and Others [2023] ZAGPPHC 342; 2024 (1) SA 491 (GP) (10 May 2023)

Court

North Gauteng High Court, Pretoria

Case number

64258 / 2021

Judge

M Snyman, AJ

The court held that Rule 53 does not apply to a Companies Act section 71(5) review of a board’s director-removal decision, which is not administrative action.

• Removal Of Director
• Companies Act Section 71
• Uniform Rule 53
• Administrative Action Definition
• Common Law Review
• Rule-53

Wait v Marais and Others (1707/2021)

Wait v Marais and Others (1707/2021) [2022] ZAECQBHC 41 (1 November 2022)

Court

Eastern Cape High Court, Gqeberha

Case number

1707/2021

Judge

Potgieter

The court found that the respondents breached their duty under section 71(4)(a) of the Companies Act by failing to provide the applicant with the requested documents and information necessary to prepare a response to the proposed resolution for his removal. The reasons given for removal were vague, general, and lacked sufficient specificity, falling short of statutory requirements. The applicant was entitled to receive relevant information from the board, and the respondents' failure rendered the board's determination fatally flawed. The court held that the review under section 71(5) is a wid…

Source excerpt

• Removal Of Director
• Companies Act Section 71
• Procedural Fairness
• Board Resolution
• Corporate Governance

Sekgoro v Commissioner: Companies & Intellectual Property Commission and Others (1898/2019)

Sekgoro v Commissioner: Companies & Intellectual Property Commission and Others (1898/2019) [2020] ZANCHC 75 (30 October 2020)

Court

Northern Cape High Court, Kimberley

Case number

1898/2019

Judge

Phatshoane

The court found that the applicant was lawfully appointed as director and shareholder of the company and that the respondents unlawfully and irregularly removed him without complying with section 71 of the Companies Act. The respondents failed to notify the applicant of any meeting or provide an opportunity for representation, and did not approach the Companies Tribunal as required for a company with fewer than three directors. The respondents' allegations regarding ownership and fraudulent CIPC records were unsubstantiated. The court held that the applicant remained the duly appointed direct…

Source excerpt

• Removal Of Directors
• Company Hijacking
• Joinder
• Declaratory Relief
• Companies Act Section 71