Stephen Kennedy-Good

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Estoppel cannot negate illegality

By Stephen Kennedy-Good on September 5, 2022 Posted in General

This blog was co-authored by: Kristen de Wet, Candidate Attorney In Siemens Proprietary Limited v PRSA , the court confirmed that the doctrine of estoppel cannot render an agreement enforceable if it is invalid. This is particularly the position where it is in the public interest to ensure an agreement is unenforceable. Estoppel refers to … Continue reading

Companies Amendment Bill, 2021 – Securities and s45 Financial Assistance to subsidiaries

By Stephen Kennedy-Good and Steve Chemaly on October 12, 2021 Posted in General

This blog was co-authored by James Donald, candidate attorney The Ministry of Trade, Industry and Competition published the Companies Amendment Bill 2021 for public comment by 31 October 2021. The Bill proposes to amend the definition of “securities” and to exclude subsidiary companies from the financial assistance requirements in section 45 of the Companies Act … Continue reading

Companies Amendment Bill 2021 blog series – Amending the Memorandum of Incorporation

By Stephen Kennedy-Good on October 8, 2021 Posted in General

This blog was co-authored by Stacy Smit, candidate attorney The Companies Amendment Bill, 2021 published on 1 October 2021 for public comment proposes amendments to section 16 of the Companies Act of 2008 and provides clarity as to when a change to a company’s Memorandum of Incorporation (MOI) will take effect. Section 16 of the … Continue reading

Companies Amendment Bill Blog Series – Access to more Information

By Stephen Kennedy-Good on October 6, 2021 Posted in General

This blog was co-authored by: Preshanta Poonan, candidate attorney The Companies Amendment Bill, 2021 published on 1 October 2021 for public comment proposes amendments to section 26 of the Companies Act of 2008 which outlines the requirements for a company to make documents accessible for inspection to third parties aligned with the provisions of the … Continue reading

Companies Amendment Bill, 2021 – Directors’ Remuneration and Beneficial Ownership

By Stephen Kennedy-Good on October 6, 2021 Posted in General

This blog was co-authored by: Hishaam Khan, candidate attorney As we continue to unpack the proposed amendments of the Companies Amendment Bill, 2021 in this series we consider directors’ remuneration and beneficial ownership. Director’s remuneration Remuneration of directors continues to be in focus. The Bill proposes to introduce various disclosure and reporting requirements in respect … Continue reading

Companies Amendment Bill 2021 comments – Appointing a Social and Ethics Committee

By Stephen Kennedy-Good on October 5, 2021 Posted in General

This blog was co-authored by: Uzair Bulbulia, candidate attorney On 1 October 2021, the Ministry of Trade, Industry and Competition published the Companies Amendment Bill, 2021 for public comment. The Bill proposes amendments to the requirements for a company to establish a Social and Ethics Committee (SEC) in terms of section 72 of the Companies … Continue reading

Companies Amendment Bill 2021 comments – blog 1 of a series

By Stephen Kennedy-Good on October 4, 2021 Posted in General

This blog was co-authored by Uzair Bulbulia, candidate attorney On 1 October 2021, the Ministry of Trade, Industry and Competition published the Companies Amendment Bill, 2021 (2021 Bill) for public comment. The 2021 Bill seeks to amend the Companies Act, 2008 and is a revision of the bill that was published for public comment in … Continue reading

Understanding the ranking of creditors within the liquidation process

By Thabang Dikgale and Stephen Kennedy-Good on May 14, 2020 Posted in General

The number of liquidations and sequestrations will, unfortunately, increase due to the COVID-19 pandemic. Preference shareholders with unsecured loans and third party unsecured creditors must be aware of the ranking of unsecured creditors’ claims in the liquidation process. This note specifically focuses on the unsecured loan given by a preference shareholder and not the ranking … Continue reading

Director’s disclosure of personal financial interests – What happens when you don’t walk away from the table?

By Raphael Chitambira and Stephen Kennedy-Good on May 12, 2020 Posted in General

A director of a company who has a personal financial interest, or knows that a related person has a personal financial interest, in a matter to be considered at a board meeting must disclose that interest and any other material information relating to the matter before it is discussed at the board meeting (section 75 … Continue reading

CIPC has changed its approach to business rescue application filings during the lockdown

By Stephen Kennedy-Good, Olivia Radford and Yishika Moodley on May 6, 2020 Posted in General

Voluntary business rescue applications filed with CIPC during 24 March to 30 April 2020 will be processed by CIPC to reflect the dates on which they were filed. These applications do not have to be resubmitted. Similarly, the appointment of business rescue practitioners that were filed with CIPC during 24 March to 30 April 2020 … Continue reading

Annual returns process updated to include the completion of a compliance checklist

By Stephen Kennedy-Good, Ugendran Odayar and Yishika Moodley on May 6, 2020 Posted in General

The CIPC has granted an extension for the filing of annual returns (due to the lockdown), but the process now includes the completion of a compliance checklist, to prove compliance with the Companies Act. Annual returns All companies (including external companies) and close corporations are required to file their annual returns with the Companies and … Continue reading

CIPC recommencement of services

By Stephen Kennedy-Good and Yishika Moodley on May 4, 2020 Posted in General

Services recommencement The Companies and Intellectual Property Commission (CIPC) has announced that it will be recommencing services on Wednesday, 6 May 2020. Those services will however be done with reduced staff, and therefore delays are inevitable. Business rescue proceedings In regard to business rescue proceedings, the CIPC has stated that any filings made between 24 March … Continue reading

Directors’ responsibilities and risk taking

By Stephen Kennedy-Good and Akhona Boloko on April 15, 2020 Posted in General

Businesses across the country are facing serious headwinds. South African law requires that directors must exercise their powers in the best interests of the company, and with the degree of care, skill and diligence that may be reasonably expected of a person carrying out those functions. Directors can be held personally liable, and are now … Continue reading

Managing a company and COVID-19: South African directors and their duties

By Stephen Kennedy-Good and Ally Chalwin-Milton on April 15, 2020 Posted in General

Limiting risk in a pandemic The effects of COVID-19 on the economy has led to many companies facing the possibility of being declared financially distressed. The mounting pressure on directors to appropriately fulfil their duties in response to this crisis will continue into the foreseeable future. Risk advisory: Practical considerations and steps for directors While … Continue reading

Director’s duties, the business judgment rule, and COVID-19

By Stephen Kennedy-Good and Ally Chalwin-Milton on April 15, 2020 Posted in General

Where a director has taken reasonable steps to become informed of a matter and has made, or supported, a decision in relation to that matter (which they rationally believed was in the best interests of the company), then that director cannot be seen to have breached their fiduciary duties if the decision later turns out … Continue reading

Electronic AGMs in South Africa: Reacting to a pandemic

By Stephen Kennedy-Good and Ally Chalwin-Milton on March 30, 2020 Posted in General

Despite the nationwide 21 day lockdown, it is expected that social distancing measures, restrictions on travel and the ban on major public gatherings will continue well beyond these three weeks. In a time of uncertainty, and with the advent of self-isolation, panic buying and remote working, companies throughout the country are having to rethink their … Continue reading

How to establish a business enterprise in South Africa: Ten things to know

By Stephen Kennedy-Good, Dale Cridlan, Mpho Duiker and Ally Chalwin-Milton on March 27, 2020 Posted in General

01 I Methods of incorporation A business presence can be established in South Africa, one can either incorporate a South African entity or incorporate a foreign offshore entity, as a so called ‘branch’ or ‘external company’. 02 I Applicable legislation Both forms of business enterprise are regulated by the Companies Act 2008. However, in the … Continue reading

The South African Companies Amendment Bill 2018

By Stephen Kennedy-Good on September 27, 2018 Posted in Banking, General

The long awaited South African Companies Amendment Bill (Bill) was published on 21 September 2018 for comment. Substantial changes to the South African Companies Act 2008 (Companies Act), which became law in 2011, have been proposed. Comments may be submitted to the SA Department of Trade and Industry by 20 November 2018, and we encourage business to consider … Continue reading