01Company Formation and Structuring
The right structure from the start avoids costly disputes later. We advise on the choice of entity, register companies with the Companies and Intellectual Property Commission (CIPC) and draft Memoranda of Incorporation tailored to how the business will actually be run, rather than relying on the standard form.
We also advise on group structures, share issues and transfers, and the duties of directors under the Companies Act 71 of 2008.
02Shareholders Agreements
A shareholders agreement governs the relationship between the owners of a company: how decisions are made, how shares are transferred, what happens when a shareholder leaves or dies, and how deadlocks are resolved. Under the Companies Act, a shareholders agreement must be consistent with the Act and the company's Memorandum of Incorporation, so the two documents must be drafted together. Read why every South African business needs one.
03Commercial Contracts
- Supply, distribution and service agreements
- Terms and conditions for trading and online businesses, including Consumer Protection Act and ECTA compliance
- Non-disclosure, consultancy and independent contractor agreements
- Software, licensing and technology agreements
- Lease and joint venture agreements
- Review and negotiation of contracts presented to you by counterparties
04Transactions
We act on the sale and purchase of businesses and shares, investment rounds and restructurings. This includes legal due diligence, transaction documents, regulatory approvals and closing. For international clients, we coordinate South African legal requirements with advisers in other jurisdictions.
05Our Approach
You deal directly with the attorney handling your matter. Before we begin, we agree the scope of the work and our fees in writing, so you know what to expect. Our aim is advice that is commercially sound as well as legally correct.
06Frequently Asked Questions
Do we need a shareholders agreement if we have a Memorandum of Incorporation?
In most cases, yes. The Memorandum of Incorporation is a public document that sets out the company's rules, while a shareholders agreement deals privately with matters such as share transfers, exits, funding and deadlock. The two must be consistent with each other.
Can you review a contract someone has sent us?
Yes. We review the contract, explain the risks in plain language, propose amendments and, if you wish, negotiate them with the other side.
Do you act for foreign investors?
Yes. We advise international clients and investors on structuring, contracts and regulatory requirements for doing business in South Africa.
Speak to an attorney. This page is general information and not legal advice. For advice on your situation, book a consultation or call +27 (0) 11 064 4890.
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