South Africa Case Law

Metro Chicken (Pty) Ltd and Others v Master of the High Court of South Africa, Durban and Others (D14387/2023)

Metro Chicken (Pty) Ltd and Others v Master of the High Court of South Africa, Durban and Others (D14387/2023) [2025] ZAKZDHC 51 (12 August 2025)

Court

Kwazulu-Natal High Court, Durban

Case number

D14387/2023

Judge

Mossop

The High Court dismissed a liquidation challenge for lack of standing and no proof of misconduct. Condonation for a late reply was also refused with costs.

• Winding Up Of Companies
• Liquidator Powers
• Locus Standi
• Sale Of Assets
• Condonation
• Punitive Costs

ABSA Bank Limited v Loumarles Landgoed (Pty) Ltd (2023/131314)

ABSA Bank Limited v Loumarles Landgoed (Pty) Ltd (2023/131314) [2025] ZAGPPHC 773 (7 August 2025)

Court

North Gauteng High Court, Pretoria

Case number

2023/131314

Judge

Stone AJ

The High Court granted ABSA a provisional winding-up order against Loumarles Landgoed, finding commercial insolvency and rejecting reliance on alternative remedies.

• Winding Up Of Companies
• Commercial Insolvency
• Creditor Rights
• Just And Equitable Liquidation
• Company Debt Enforcement
• Winding-up-of-companies

Van Dyk v DKD Machine Services (Pty) Ltd (Appeal) (25789/2024)

Van Dyk v DKD Machine Services (Pty) Ltd (Appeal) (25789/2024) [2025] ZAWCHC 321 (30 July 2025)

Court

Western Cape High Court, Cape Town

Case number

25789/2024

Judge

Roux

The court dismissed a winding-up application, finding no commercial insolvency and no just-and-equitable basis where exclusion followed the applicant’s resignation.

• Winding Up Of Companies
• Commercial Insolvency
• Just And Equitable Ground
• Locus Standi
• Shareholder Disputes
• Winding-up-of-companies

Van Den Heever N.O and Another v Merchant Commercial Finance 1 (Pty) Ltd t/a Merchant Factors and Another (7595/2024)

Van Den Heever N.O and Another v Merchant Commercial Finance 1 (Pty) Ltd t/a Merchant Factors and Another (7595/2024) [2025] ZAWCHC 317 (29 July 2025)

Court

Western Cape High Court, Cape Town

Case number

7595/2024

Judge

Mangcu-Lockwood

The court held that sections 348 and 341(2) of the Companies Act 1973 apply to winding-up orders granted under section 130(5)(c) of the Companies Act 2008. The deeming provision in section 348 operates to fix the commencement of winding-up at the date of presentation of the application, regardless of whether the application is brought under the 1973 or 2008 Act. The payments made by JPK to Merchant after the presentation of the winding-up application are rendered void by the retrospective effect of section 341(2), as they undermine the concursus creditorum and the rights of other creditors. T…

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• Winding Up Of Companies
• Void Dispositions
• Concursus Creditorum
• Business Rescue Conversion
• Companies Act 1973
• Companies Act 2008

Hans Merensky Landowners Association (Pty) Ltd v Southern Sky Residential Properties (Pty) Ltd (2025/080158)

Hans Merensky Landowners Association (Pty) Ltd v Southern Sky Residential Properties (Pty) Ltd (2025/080158) [2025] ZALMPPHC 125 (24 June 2025)

Court

Limpopo High Court, Polokwane

Case number

2025/080158

Judge

Van Wyk ASL

The High Court granted final winding-up of a company that failed to pay levy debts, rejected a set-off defence, and found commercial insolvency.

• Winding Up Of Companies
• Commercial Insolvency
• Set Off Defence
• Just And Equitable Liquidation
• Creditor Protection
• Winding-up-of-companies

Wessels N.O and Others v Janse Van Rensburg N.O and Others (48555/2011)

Wessels N.O and Others v Janse Van Rensburg N.O and Others (48555/2011) [2025] ZAGPPHC 154 (13 February 2025)

Court

North Gauteng High Court, Pretoria

Case number

48555/2011

Judge

N Davis

The court found that the applicants failed to prove that all creditors and liquidators had been paid or that adequate provision had been made for their claims. Significant disputes remain regarding the fees of the erstwhile and current liquidators, as well as levy claims by Mabalingwe Shareblock. The settlement agreement relied upon by the applicants was not signed by all relevant parties and left several substantial claims unresolved, which would require further litigation if the winding-up were set aside. The court held that it is inappropriate for such disputes to be litigated after the te…

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• Winding Up Of Companies
• Liquidator Fees
• Creditor Settlement
• Companies Act Section 354
• Business Rescue
• Distribution Of Estate Assets

Superior Macadamias (Pty) Ltd and Others v Emvest Agricultural Corporation (Mauritius) Ltd and Another (865/2022)

Superior Macadamias (Pty) Ltd and Others v Emvest Agricultural Corporation (Mauritius) Ltd and Another (865/2022) [2024] ZASCA 182 (24 December 2024)

Court

Supreme Court of Appeal

Case number

865/2022

Judges

Zondi, Mbatha, Mabindla-Boqwana, Weiner, Gorven

The SCA upheld Superior Macadamias’ appeal for lack of proved indebtedness, but refused condonation for three related companies and left their liquidation orders in place.

• Winding Up Of Companies
• Locus Standi
• Just And Equitable Ground
• Condonation
• Creditor Proof Of Indebtedness
• Winding-up-of-companies

Cooper N.O and Others v VAB Sales and Distribution (Pty) Ltd (1498/22)

Cooper N.O and Others v VAB Sales and Distribution (Pty) Ltd (1498/22) [2024] ZAWCHC 379; [2025] 1 All SA 178 (WCC) (19 November 2024)

Court

Western Cape High Court, Cape Town

Case number

1498/22

Judge

S Mthimunye

The court found that all four payments made by Cape Basic Products (Pty) Ltd (in liquidation) to VAB Sales and Distribution (Pty) Ltd after the commencement of winding up constitute void dispositions under section 341(2) of the Companies Act. The respondent’s argument that Savers Lane Holdings (Pty) Ltd was a separate entity was rejected, as evidence established that Savers Lane was merely the trading name of the third applicant. The payments were not made in the ordinary course of business but were preferential, giving the respondent an unfair advantage over other creditors. The court determ…

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• Winding Up Of Companies
• Void Dispositions
• Preferential Payments
• Creditor Protection
• Companies Act Section 341
• Liquidation Orders

Van Zyl N.O and Another v Cometa Trading (Pty) Ltd (4425/24)

Van Zyl N.O and Another v Cometa Trading (Pty) Ltd (4425/24) [2024] ZAWCHC 368 (14 November 2024)

Court

Western Cape High Court, Cape Town

Case number

4425/24

Judge

Montzinger

The court found that the funds in Senqu’s bank account legally belonged to Senqu, as there was no agreement with the bank to treat the funds as Cometa’s. The transfer of R710,763.92 occurred after the commencement of winding-up and thus constituted a voidable disposition under s 341(2) of the Companies Act 61 of 1973. The fact that the transfer was executed by a representative of Cometa did not alter the legal position, as the law attaches no significance to the identity of the person effecting the transfer in determining ownership. The court declined to exercise its discretion to validate th…

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• Winding Up Of Companies
• Voidable Dispositions
• Concursus Creditorum
• Bank Account Ownership
• Judicial Discretion Under Companies Act

Lipton and Others v Activate Telecoms (Pty) Ltd (2022/018723)

Lipton and Others v Activate Telecoms (Pty) Ltd (2022/018723) [2024] ZAGPJHC 853 (29 August 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022/018723

Judge

ML Senyatsi

The applicants failed to establish on a balance of probabilities that the respondent is indebted to them and unable to pay its debts. The alleged loan is disputed on reasonable grounds, including prescription and lack of mora, and the evidence does not support the existence of a recoverable debt. The court found that liquidation proceedings are not appropriate for debt recovery where a bona fide dispute exists. Regarding oppression, the court held that Lipton's continued access to the respondent's bank account and knowledge of its transactions undermines the claim of being locked out or stone…

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• Winding Up Of Companies
• Creditor Liquidation
• Shareholder Oppression
• Just And Equitable Ground
• Prescription Of Debt