CORPORATE AND COMMERCIAL LAW
In South Africa’s dynamic commercial landscape, selecting the right business structure, ensuring seamless formation and governance, and navigating financial distress with strategic foresight are critical to sustainable growth and risk mitigation. At Meiring Attorneys, we deliver incisive, commercially attuned advice across the full spectrum of corporate and commercial law, grounded in the Companies Act 71 of 2008, the Close Corporations Act 69 of 1984 (as amended), the Insolvency Act 24 of 1936, the Labour Relations Act 66 of 1995 (LRA), the Basic Conditions of Employment Act 75 of 1997 (BCEA), and the Employment Equity Act 55 of 1998 (EEA).
Our corporate and commercial services includes:
Strategic selection and formation of business entities — sole proprietorships, partnerships, close corporations (including conversions under Schedule 2 of the Companies Act), private and non-profit companies, business trusts, and share block companies.
Company name reservations, online incorporations via CIPC, tailored Memoranda of Incorporation (MOI), governance rules, and shareholder agreements that ring-fence protections and align with public interest scores.
Director appointments, duties, and liabilities; shareholder rights and meetings; pre-incorporation contracts; statutory registers; and compliance.
Business restructuring, conversions (including CC-to-company), and advanced corporate governance solutions.
Business rescue proceedings under Chapter 6 of the Companies Act — voluntary or court-ordered — to rehabilitate financially distressed entities, including practitioner appointments, moratorium protections, plan development, creditor ranking, and post-commencement finance.
Litigating for and against corporate entities.
Commercial dispute resolution, board resolutions, and advice on solvent or insolvent liquidations and winding-up.
Labour Law and Employment Relations
Navigating South Africa’s stringent labour regulatory framework is essential for any employer. Meiring Attorneys provides tailored, employer-centric advice on the entire employment lifecycle, drawing directly from the LRA, BCEA, EEA, and the Codes of Good Practice (particularly Schedule 8 of the LRA). We combine technical precision with commercial pragmatism to minimise risk, ensure procedural and substantive fairness, and foster productive workplaces.
Our labour law services encompass:
Drafting and review of employment contracts (permanent, fixed-term, and temporary), workplace policies, disciplinary codes, and performance management frameworks aligned with Schedule 8 of the LRA.
Management of disciplinary hearings, grievances, and incapacity inquiries in accordance with Items 3–11 of Schedule 8 (misconduct, incapacity, and operational requirements).
Strategic advice and representation in unfair dismissal disputes (ss 185–195 LRA), unfair labour practices (s 186(2)), constructive dismissal, and retrenchments (s 189 and 189A, Item 12 of Schedule 8).
Representation at the Commission for Conciliation, Mediation and Arbitration (CCMA) and Labour Court, including preparation for conciliation, arbitration, and court proceedings under Chapter VII and Schedule 4 of the LRA.
Advice on collective bargaining, organisational rights, strikes and lock-outs (ss 64–77 LRA), collective discipline (Item 6 of Schedule 8), and settlement agreements.
Proactive compliance audits, training on fair labour practices, and implementation of policies that protect both the business and its employees while ensuring full statutory compliance.
We combine rigorous technical precision with deep commercial insight, helping Cape Town startups, SMEs, and established enterprises structure for tax efficiency, limit personal liability, protect intellectual property, maintain labour compliance, and thrive amid regulatory complexity. Whether you are incorporating a new venture, converting an existing entity, steering a company through financial distress, or managing employment relations, our proactive solutions safeguard your interests and unlock long-term value.
Legal FAQ
How should an employer approach a retrenchment process under section 189 of the LRA?
Consult in good faith on ways to avoid or minimise dismissals, selection criteria, and severance pay. For larger-scale retrenchments, section 189A applies with additional timelines and facilitation options.
What formalities are required for a valid employment contract?
Contracts must comply with BCEA minimum standards (hours, leave, remuneration) and LRA fairness requirements. Written contracts are strongly recommended for clarity on probation, duties, and termination
What are directors’ key duties and liabilities in a South African company?
Directors owe fiduciary duties of care, skill, and diligence (s 76) and must avoid conflicts (s 75). Personal liability arises for reckless trading, breaches, or insolvent trading; the business judgment rule offers limited protection.
How are shareholder meetings and resolutions conducted?
Governed by the MOI and Companies Act, with specific notice periods, quorums, proxies, and voting thresholds for ordinary and special resolutions; electronic participation is permitted.
What are the key differences between a private company and a close corporation under current South African law?
Private companies (Pty Ltd) are governed solely by the Companies Act 71 of 2008, allow online incorporation, and use shares for capital raising. Close corporations (CCs) may no longer be newly registered and operate under the amended Close Corporations Act with Companies Act overlays; they suit smaller member-managed entities but lack the scalability of companies.
What is the purpose and process of business rescue under Chapter 6 of the Companies Act?
It rehabilitates financially distressed companies through a practitioner-led moratorium on legal proceedings, development of a rescue plan (approved by creditors), and potential better returns than liquidation. Proceedings commence voluntarily by board resolution or by court order.
What must a tailored Memorandum of Incorporation (MOI) address to ring-fence a company?
It can alter default provisions (subject to limits), including director powers, shareholder rights, pre-emptive rights, and ring-fencing clauses, providing constructive notice protections.
What constitutes a dismissal under section 186 of the LRA?
Dismissal includes termination by the employer, constructive dismissal, failure to renew a fixed-term contract on the same or similar terms, and certain pre-commencement terminations. The employer bears the onus to prove fairness.
What are the consequences of an unfair dismissal at the CCMA or Labour Court?
Remedies include reinstatement, re-employment, or compensation (up to 12 or 24 months’ remuneration depending on the reason). The CCMA has jurisdiction for most unfair dismissal claims.
What is the test for substantive and procedural fairness in a dismissal?
Substantive fairness requires a valid reason (misconduct, incapacity, or operational requirements per Schedule 8). Procedural fairness demands a fair process (notice, opportunity to respond, and, where appropriate, an enquiry) as set out in Items 2–12 of Schedule 8.
What formalities are required for a valid employment contract?
.Contracts must comply with BCEA minimum standards (hours, leave, remuneration) and LRA fairness requirements. Written contracts are strongly recommended for clarity on probation, duties, and termination.
Why engage Meiring Attorneys for integrated corporate, commercial, and labour advice in Cape Town?
Our seamless experience across entity formation, business rescue, contract drafting, business restructuring, risk analysis, advising and labour dispute resolution. Our approach ensures holistic risk management, statutory compliance, harmonious dismissals and commercially astute solutions and outcomes tailored to Western Cape business realities — delivered with the precision and foresight that sets leading firms apart.