Browsing by Author "Matlala, David Maphuthi"

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    Deregistration and dissolution of companies: A critical evaluation of the law and jurisprudence
    (University of Fort Hare, 2015) Matlala, David Maphuthi
    There are two very closely related but otherwise distinct processes that may take place in the life of a company and that of a close corporation for that matter. The first process is known as "deregistration" while the second is "dissolution". Neither is defined in the Companies Act of 2008. However, in terms of the Companies Act of 1973 "deregistration" was defined, in relation to a company, to mean "the cancellation by the Registrar [of Companies] of the registration of the memorandum and articles of the company and, in relation to an external company, the cancellation by the Registrar of the memorandum of the external company" while the word "deregister" had a corresponding meaning. The Act did not define "dissolution". The purpose of this study is to examine the meaning and effect of both deregistration and dissolution on the existence of the company, the circumstances under which each process may be achieved, the procedure to be followed and the consequences of each process. The Companies Act of 1973 had very few grounds on which a company could be deregistered, which were in fact limited to three. The procedure to do so was fairly elaborate. This should be contrasted with the dispensation under the current Companies Act of 2008 which is elaborate on the grounds on which a company may be deregistered but is lacking on the procedure to be followed. This begs the question: If there is no procedure at all, fair or unfair, to be followed in order to deregister a company, can the end result of that process be fair? The answer is probably no, which immediately raises the question of constitutionality of the whole process. In the case of dissolution, the question of fairness and constitutionality of the process need not arise at all since in terms of the Companies Act of 2008, just as was the case under the Companies Act of 1973, dissolution takes place after the affairs of the company have been "completely wound up".