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A trust is an arrangement that allows someone to hold assets (without owning them) for the benefit of the trust beneficiaries. The key element of the trust arrangement is the transfer of ownership and control of the trust assets from the donor or founder to one or more trustees who hold the trust assets not in their personal capacities, but for the benefit of the trust beneficiaries. A trust beneficiary is entitled to benefit under…
A number of jurisdictions have local stakeholder requirements for private companies. South Africa has a hybrid system where there are local requirements (so that some positions can only be held by South African citizens or residents). Directors A South African private company must have at least one director but there is no requirement that this director be a South African citizen or even resident. Shareholders There is no requirement that any of the shareholders of…
A number of jurisdictions have local stakeholder requirements for private companies. South Africa has a hybrid system where there are local requirements (so that some positions can only be held by South African citizens or residents). Directors A South African private company must have at least one director but there is no requirement that this director be a South African citizen or even resident. Shareholders There is no requirement that any of the shareholders of…
Insider trading is famously prohibited but prosecution is uncommon. The judgment in Zietsman and Another v Financial Services Board and Another has shown that this form of market abuse can be easy to detect and prove and the financial sanctions imposed are a strong deterrent besides the risk of criminal prosecution. This case was an appeal from the Financial Services Board (FSB) enforcement committee’s finding that Zietsman, when trading shares in African Cellular Towers on…
A non-profit company is a company incorporated for one or more objects, either a public benefit or an object relating to cultural or social activities, or communal or group interests. The name of the non-profit company must end with the expression “NPC” (eg Good Deeds NPC). A non-profit company may be incorporated with or without members. It must have at least three directors. Incorporators are the non-profit company’s first directors and members (if it has…
Bartering, the ancient and original form of trading used before the introduction of legal tender, allows parties to dispense with cash but still be able to acquire the goods and services they require. Tough economic times across the globe have seen an increase in trading by bartering. Bartering is making a comeback! Bartering consists of the reciprocal exchange of goods and services – money does not change hands but each party must have something the…
In South Africa a company is recognised as a legal entity separately from its shareholders. Any claims arising from the company’s activities would be brought against the company itself and not against its holding company or shareholders. The statutory liability of a shareholder in a private company is limited to its respective capital contributions to the company. There are no minimum capital requirements for South African companies. Companies can be formed with nominal share capital…
Foreign companies with business or non-profit activities in South Africa may be required to register with the Companies and Intellectual Properties Commission (CIPC) as an external company. Section 23 of the Companies Act 2008 provides that a foreign company must register within 20 business days of first beginning to “conduct business” in South Africa. A company will be considered to be conducting business in South Africa if it is: either a party to one or more…