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

Capability BPO Global (Pty) Ltd and Others v Fore Consulting and Management BV and Others (AR384/2023; D3962/2022)

Capability BPO Global (Pty) Ltd and Others v Fore Consulting and Management BV and Others (AR384/2023; D3962/2022) [2025] ZAKZPHC 67 (20 June 2025)

Court

Kwazulu-Natal High Court, Pietermaritzburg

Case number

AR384/2023; D3962/2022

Judges

Balton, Harrison, Oliff

High Court appeal allowed after finding material disputes of fact in a corporate oppression and delinquency dispute, with the matter referred to trial.

• Delinquent Director
• Minority Oppression
• Shareholder Rights
• Consultancy Agreement
• Referral To Trial
• Delinquent-director

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…

Source excerpt

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

Ndlovu v Matsipa and Others (24564/2022)

Ndlovu v Matsipa and Others (24564/2022) [2024] ZAGPPHC 428 (2 May 2024)

Court

North Gauteng High Court, Pretoria

Case number

24564/2022

Judge

JF Grobler

The High Court dismissed claims for arrear dividends, PAIA documents, contempt, delinquency, and punitive costs in a shareholder dispute involving Sechaba.

• Dividend Claim
• Prescription Act
• Promotion Of Access To Information Act
• Contempt Of Court
• Delinquent Director
• Final Interdict

Member of the Executive Council: Northern Cape Department of Agriculture, Environmental Affairs, Rural Development and Land Reform v Bester N.O and Others (1793/2022)

Member of the Executive Council: Northern Cape Department of Agriculture, Environmental Affairs, Rural Development and Land Reform v Bester N.O and Others (1793/2022) [2024] ZANCHC 92 (15 April 2024)

Court

Northern Cape High Court, Kimberley

Case number

1793/2022

Judge

Williams

The Department failed to establish on a balance of probabilities that Bester was incompetent or failed to perform his duties as business rescue practitioner under section 139(2)(a) and (b) of the Companies Act. The complaints regarding additional tea supply agreements, prejudicial commercial terms, unaffordable loans, and failure to report were either unsubstantiated, based on hearsay, or adequately explained by Bester. The amended business rescue plan was validly adopted by unanimous creditor vote, as permitted by the plan itself. The failure to report to court and misunderstanding of contra…

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• Business Rescue
• Removal Of Business Rescue Practitioner
• Companies Act
• Costs Order
• Delinquent Director
• Post Commencement Finance

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…

Source excerpt

• 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) [2023] ZAGPJHC 1361; 2024 (2) SA 550 (GJ) (24 November 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2022/045978

Judge

N Manoim

The court allowed an amendment so creditors could invoke public-interest standing under section 157(1)(d) to seek delinquency relief under section 162.

• Delinquent Director
• Locus Standi
• Public Interest Litigation
• Companies Act 71 Of 2008
• Amendment Of Pleadings
• Delinquent-directors

Van Der Watt v Schoeman and Others (3393/2022)

Van Der Watt v Schoeman and Others (3393/2022) [2023] ZAECQBHC 61; 2024 (1) SA 531 (ECGq) (12 October 2023)

Court

Eastern Cape High Court, Gqeberha

Case number

3393/2022

Judge

Bands

The High Court held that section 163 applies to equal shareholders in deadlock, found oppressive and prejudicial conduct, and ordered a fair-value share buy-out.

• Oppressive Conduct
• Deadlock
• Shareholder Remedies
• Companies Act Section 163
• Fair Valuation
• Delinquent Director