South Africa Case Law

ZNK Investments CC v Luckytso Transport and Construction CC and Others (328/2016)

ZNK Investments CC v Luckytso Transport and Construction CC and Others (328/2016) [2017] ZASCA 20 (24 March 2017)

Court

Supreme Court of Appeal

Case number

328/2016

Judges

Maya, Theron, Van der Merwe, Gorven, Coppin

The Supreme Court of Appeal held that reinstatement of a close corporation under section 82(4) of the Companies Act operates automatically and retrospectively, revesting the property in the corporation and validating all corporate activities conducted during deregistration, including the sale in execution. The respondents did not make a case for amelioration under section 83(4), nor did they allege ignorance of the deregistration or a defence against the creditor's claim. The precedent in ABSA Bank Ltd v CIPC is no longer good law following the decision in Newlands Surgical Clinic. Accordingl…

Source excerpt

• Deregistration Of Close Corporation
• Retrospective Reinstatement
• Sale In Execution
• Bona Vacantia
• Validation Of Corporate Acts

Body Corporate Georgian Terrace v Sananga Business Enterprise CC and Others (69125/2014)

Body Corporate Georgian Terrace v Sananga Business Enterprise CC and Others (69125/2014) [2015] ZAGPPHC 626 (21 August 2015)

Court

North Gauteng High Court, Pretoria

Case number

69125/2014

Judge

C Pretorius

The court held that reinstatement of the deregistered close corporation under section 83(4) of the Companies Act operates retrospectively, validating all corporate acts performed during the period of deregistration, including the sale in execution of the property. The distinction between 'dissolved' and 'deregistered' is immaterial, and the statutory scheme allows for retrospective effect where it is just and equitable. The applicant demonstrated that failure to grant retrospective effect would result in severe prejudice, as the property would vest in the state and the applicant would be unab…

Source excerpt

• Deregistration Of Close Corporation
• Retrospective Reinstatement
• Sale In Execution
• Bona Vacantia
• Validation Of Corporate Acts

Juliana and Associates CC v Fikeni N.O. and Others (25388/2013)

Juliana and Associates CC v Fikeni N.O. and Others (25388/2013) [2015] ZAGPPHC 734 (22 May 2015)

Court

North Gauteng High Court, Pretoria

Case number

25388/2013

Judge

Ncongwane

A deregistered close corporation lacked locus standi, so its summons was void ab initio. The court struck the matter from the roll and ordered personal costs against its attorney.

• Locus Standi
• Deregistration Of Close Corporation
• Absolution From Instance
• Costs De Bonis Propriis
• Striking Out Proceedings
• Locus-standi

Missouri Trading CC and Another v ABSA Bank and Others (8598/2011)

Missouri Trading CC and Another v ABSA Bank and Others (8598/2011) [2014] ZAKZDHC 6; 2014 (4) SA 55 (KZD) (20 March 2014)

Court

Kwazulu-Natal High Court, Durban

Case number

8598/2011

Judge

Koen

The court held that reinstatement of a deregistered close corporation under section 82(4) of the Companies Act 71 of 2008 operates prospectively from the date of reinstatement, not retrospectively from the date of deregistration. The absence of express retrospective wording in the current Act, contrasted with previous legislation, indicates a deliberate legislative choice. Deregistration dissolves the corporation, and its corporate personality ceases until reinstatement. Liquidation orders and other acts done during the period of deregistration are ordinarily void unless validated by a just a…

Source excerpt

• Deregistration Of Close Corporation
• Reinstatement Under Companies Act
• Retrospective Vs Prospective Effect
• Liquidation Orders
• Bona Vacantia
• Just And Equitable Relief

ABSA Bank Ltd v Companies and Intellectual Property Commission of South African and Others, ABSA Bank Ltd v Voigro Investment 19 CC (8250/12, 6601/2012)

ABSA Bank Ltd v Companies and Intellectual Property Commission of South African and Others, ABSA Bank Ltd v Voigro Investment 19 CC (8250/12, 6601/2012) [2012] ZAWCHC 182; [2013] 2 All SA 137 (WCC) (14 November 2012)

Court

Western Cape High Court, Cape Town

Case number

8250/12

Judge

Henney

The court held that it does not have the power to reinstate the registration of a deregistered close corporation under section 83(4)(a) of the Companies Act 71 of 2008. The statutory scheme provides that reinstatement must be effected administratively by the Companies and Intellectual Property Commission under section 82(4), subject to compliance with prescribed requirements. Section 83(4)(a) applies only to dissolution following winding-up, not to deregistration for failure to file annual returns. The relief sought by the applicant, including restoration of ownership of immovable property an…

Source excerpt

• Deregistration Of Close Corporation
• Restoration Of Registration
• Mortgage Bond Enforcement
• Bona Vacantia
• Winding Up Procedure

G Walker Engineering CC t/a Atlantic Steam Services v First Garment Rental (Pty) Ltd (2011 (5) SA 14 (WCC))

G Walker Engineering CC t/a Atlantic Steam Services v First Garment Rental (Pty) Ltd (2011 (5) SA 14 (WCC)) [2011] ZAWCHC 261; 7405/2006 (9 June 2011)

Court

Western Cape High Court, Cape Town

Case number

7405/2006

Judge

A.G. Binns-Ward

The court held that the deregistration of the plaintiff close corporation resulted in its legal non-existence, precluding the application of rule 39(3) for default judgment. Striking the matter from the roll would not resolve the prejudice to the defendant, as re-registration could revive the action at any time. The court found that the proper procedure would be to give notice to the Minister of Finance, as the state's rights vest upon deregistration, and allow for substitution under rule 15. Since this was not done, the court postponed the matter to allow the defendant to serve notice on the…

Source excerpt

• Deregistration Of Close Corporation
• Absolution From The Instance
• Rule 15 Substitution
• Rule 39 Default Judgment