A summary on the legality of Electronic Debit Orders
We are all accustomed to using debit orders for various reasons, for example: Netflix fees, gym memberships, internet monthly usage and store credit accounts. It is important to consider whether the instructions we provide for these debit orders electronically are legal, valid and enforceable by the merchants and banks. In essence, a debit order is more...
Pre-Emptive Rights and Sale of Shares Provisions for Shareholders
A private company registered in accordance with the Companies Act 71 of 2008 ('the Act') must restrict the transferability of its securities. This is required in section 8(2)(b)(ii)(bb) of the Act. A standard MOI (part of the set of documents issued by CIPC upon a company being formed) may not however suit your requirements and more...
COVID-19 and Business Rescue: Where to start?
The lockdown and subsequent alert level restrictions brought on by by the covid-19 pandemic and Minister of Cooperative Governance and Traditional Affairs, Dr Nkosazana Dlamini Zuma’s regulations in terms of Section 27(2) of the Disaster Management Act, hindered and restrained the trading and operation of business entities across South Africa. While the regulations have been more...
The Dangers of the One-Page Agreement
I am often asked to provide clients with a one page document to record a business relationship, be it for the supply of services or for the sale of goods, or to record a change in the parties' relationship with each other, for example in a change to a shareholders' agreement or a change in more...
The ‘Lockdown’ on Contracts
The nationwide lockdown and regulations issued in terms of section 27(2) of the Disaster Management Act (“the Lockdown” and “the Regulations”) has resulted in a sudden and rapid release of legal articles setting out and explaining Lockdown’s impacts on a wide array of contracts. Over this period, we’ve found our clients asking similar questions and more...
Payment on a company loan account – what are the tax considerations?
Irrespective that this judgement deals with a transaction between group companies that is now specifically provided for by Section 22(3A) of the VAT Act, it remains that the principles may be applied to transactions between non-group companies or other parties that enter into these types of transactions, or make payments of consideration, on loan account.
Does the Developer Own that Software I Paid For?
Disputes over ownership of software often cross my desk. The story is almost invariably the same: someone has paid a software developer to write code, and there is no written agreement dealing with who owns that code. Then the developer decides that he owns the code and won’t hand over the source code.
You have cleaned out the storeroom during lock down but have you looked at getting your company’s documents in order?
The financial and operational stress placed on many businesses as a result of the COVID-19 lockdown may inevitably result in restructure of ownership, whether voluntary or by agreement. If your business is a company or close corporation (also referred to as a "CC" of which there are still a number in existence, even though new CCs cannot be registered) you may be re-considering how your business needs to change in order to be sustainable in the future, or you may be looking at your business with renewed focus which may necessitate a change in ownership whether by the exit of shareholders (or members in the case of a CC) or the introduction of new ones.
Labour Law Update – The Temporary Employer Relief Scheme:
On Thursday, 26 March 2020, the Minister for Employment and Labour, Thembelani Nxesi, issued a Directive entitled ‘Covid- l9 Temporary Employee/Employer Relief Scheme, 2020’ to the general public (the “Directive”). The underlying rationale for the issuing of the Directive is founded on the immense impact the President’s declaration of a national lockdown, and the Regulations imposed in terms of section 27(3) of the Disaster Management Act, have had on the continued trading and commercial viability of especially small to medium enterprises and those entities whose businesses operations are considered to be ‘non-essential’.
Working from Home – Some Legal Concerns
During the current COVID-19 crisis, many employers will have chosen to allow their employees to work from home. While most employers already have a communications policy that regulates how employees use communications infrastructure in the workplace, it is important to bear a few points in mind when many or most employees are working remotely.
Disaster! COVID-19 Crisis and its effects on Contracts
Following the outbreak of the COVID-19 virus and the announcement of a national disaster in terms of the Disaster Management Act 57 of 2002 (“the Act”), South Africans face a time of great uncertainty. We are confronted with situations in our daily lives which most of us have never encountered.
The Non-Disclosure Agreement
A non-disclosure agreement signed before a formal legal agreement is entered into to govern the business relationship between parties (such as a supply of goods or services or licence agreement) should generally have only a very narrow scope.