South Africa Case Law

Crous v Wynberg Boys High School and Others (200/2024)

Crous v Wynberg Boys High School and Others (200/2024) [2025] ZASCA 107 (18 July 2025)

Court

Supreme Court of Appeal

Case number

200/2024

Judges

Makgoka, Weiner, Koen, Baartman, Tolmay

The Supreme Court of Appeal held that section 65 of the Close Corporations Act does not impose personal liability on members solely by virtue of their membership when gross abuse of juristic personality is established. Liability under section 65 requires that the member's conduct amounts to or contributes to the gross abuse. The appellant's uncontroverted evidence showed he was not involved in the fraudulent scheme conducted through the close corporation. The High Court erred in holding the appellant liable based only on his membership and in misapplying the fiduciary duty owed by members, wh…

Source excerpt

• Close Corporations Act
• Personal Liability Of Members
• Gross Abuse Of Juristic Personality
• Fiduciary Duty
• Piercing The Corporate Veil

Lluivia Trade Division CC v Stassen and Others (2023/055569)

Lluivia Trade Division CC v Stassen and Others (2023/055569) [2024] ZAGPJHC 960 (30 September 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2023/055569

Judge

S Van Nieuwenhuizen

The High Court held two close-corporation members personally liable under section 64 after they sold unapproved face masks and acted recklessly; condonation was refused.

• Personal Liability Of Members
• Reckless Trading
• Close Corporations Act Section 64
• Regulatory Non Compliance
• Condonation
• Summary Judgment

Kenmore Equipment CC v Barnard and Another (45064/2018)

Kenmore Equipment CC v Barnard and Another (45064/2018) [2020] ZAGPJHC 130 (26 March 2020)

Court

South Gauteng High Court, Johannesburg

Case number

45064/2018

Judge

MA Wesley

A High Court refused to enforce a referee’s award against a deregistered close corporation and declined to impose personal liability on its members.

• Close Corporations Act
• Piercing Corporate Veil
• Personal Liability Of Members
• Void Contract
• Referee Award Enforcement
• Close-corporations-act

Steenkamp v Murray (80173/2015)

Steenkamp v Murray (80173/2015) [2016] ZAGPPHC 1244 (21 October 2016)

Court

North Gauteng High Court, Pretoria

Case number

80173/2015

Judge

G.T. Avvakoumides

The High Court held a close corporation member personally liable under section 64 after admitting use of agency funds for operational expenses. Prescription failed.

• Close Corporations Act Section 64
• Personal Liability Of Members
• Reckless Trading
• Fraudulent Conduct
• Prescription Act Section 12
• Agency Relationship

Tri-Optics CC t/a Wolfe Elektries and Others v Gericke (A342/2014)

Tri-Optics CC t/a Wolfe Elektries and Others v Gericke (A342/2014) [2016] ZAWCHC 136 (9 September 2016)

Court

Western Cape High Court, Cape Town

Case number

A342/2014

Judges

Rogers, Kose

The appeal was upheld because the evidence did not establish a gross abuse of the close corporation's juristic personality. The court found that the cessation of the close corporation's business and the commencement of a new business by Mathew Wolfe-Coote as a sole proprietor did not amount to an abuse justifying piercing the corporate veil. There was no proof that assets were transferred improperly or that Althea or Mathew should be personally liable for the corporation's debts. The magistrate failed to consider whether the order would achieve justice, as the personal assets of Althea and Ma…

Source excerpt

• Close Corporations Act Section 65
• Piercing Corporate Veil
• Personal Liability Of Members
• Liquidation Procedure

Motor Industry Bargaining Council v Khan and Another (J388/14)

Motor Industry Bargaining Council v Khan and Another (J388/14) [2015] ZALCJHB 280 (2 September 2015)

Court

Labour Court Johannesburg

Case number

J388/14

Judge

Voyi

The Labour Court held that members of a deregistered close corporation remained personally liable for its debts because liability accrued before repeal of the relevant provision.

• Close Corporation Liability
• Deregistration
• Personal Liability Of Members
• Repeal Of Statutory Provision
• Close-corporation-liability
• Personal-liability

National Union of Mine Workers and Another v Van Rooyen and Another (56204/2008)

National Union of Mine Workers and Another v Van Rooyen and Another (56204/2008) [2015] ZAGPPHC 526 (10 July 2015)

Court

North Gauteng High Court, Pretoria

Case number

56204/2008

Judge

D S Molefe

The court found that although KPMG did not compile financial statements for Billard Contractors CC after it became dormant, KPMG remained the appointed accounting officer and never resigned. The mere failure to perform certain statutory duties did not render the office vacant. The facts differed from Airport Cold Storage, where no accounting officer was appointed. As KPMG was continuously appointed, the requirements of section 63(h) for personal liability were not met. Consequently, the first defendant could not be held personally liable for the judgment debt incurred during the period in que…

Source excerpt

• Close Corporations Act
• Personal Liability Of Members
• Accounting Officer Vacancy
• Corporate Veil
• Judgment Debt Enforcement

National Union of Mine Workers and Another v Van Rooyen and Another (56204/2008)

National Union of Mine Workers and Another v Van Rooyen and Another (56204/2008) [2015] ZAGPPHC 435 (10 July 2015)

Court

North Gauteng High Court, Pretoria

Case number

56204/2008

Judge

D S Molefe

The court found that although KPMG did not compile financial statements for Billard Contractors CC after it became dormant, KPMG remained the appointed accounting officer and never resigned. The failure to perform certain duties did not render the office vacant under section 63(h) of the Close Corporations Act. The facts differed from Airport Cold Storage, where no accounting officer was appointed. Since KPMG was always listed as the accounting officer and had performed some duties, the statutory requirements for vacancy were not met. Therefore, the first defendant could not be held personall…

Source excerpt

• Close Corporations Act
• Personal Liability Of Members
• Vacancy Of Accounting Officer
• Reckless Trading

Motor Industry Bargaining Council v Suliman (JS2561/10, J29/14, J304/14)

Motor Industry Bargaining Council v Suliman (JS2561/10, J29/14, J304/14) [2015] ZALCJHB 165; (2015) 36 ILJ 2644 (LC) (29 May 2015)

Court

Labour Court Johannesburg

Case number

JS2561/10, J29/14, J304/14

Judge

O Mooki

The court found that the authorities cited by the applicant do not support the proposition that the Labour Court has jurisdiction to declare a member of a close corporation personally liable for its debts under section 64 of the Close Corporations Act. The court clarified that neither the Meyer nor the Esterhuizen decisions determined this issue, and that the applicant misconceived the basis for the dismissal of its applications. The court further held that the acceptance of 'windeed searches' as prima facie proof of deregistration was unsupported by authority. However, the court recognized t…

Source excerpt

• Close Corporations Act
• Personal Liability Of Members
• Jurisdiction Of Labour Court
• Civil Penalty
• Deregistration Of Corporation

Liberty Life Group Trading as Liberty Life v Englezakis and Another (177/2011)

Liberty Life Group Trading as Liberty Life v Englezakis and Another (177/2011) [2014] ZAGPPHC 698 (10 September 2014)

Court

North Gauteng High Court, Pretoria

Case number

177/2011

Judge

G Webster

The High Court granted joinder of a close corporation member as third defendant in a commission recovery claim, leaving the validity of deregistration for trial.

• Joinder Of Parties
• Close Corporations Act
• Personal Liability Of Members
• Commission Recovery
• Broking Agreement
• Joinder-of-parties