The Risk of a Poor Foundation
The Foundation of Business Integrity
Failing to establish clear governance and the correct legal structure from the beginning is a primary cause of business failure. It leads to shareholder disputes, deadlocks in decision-making, exposure to personal liability for directors, and can make the business unattractive to future investors or buyers.
Good corporate governance isn’t just regulatory — it’s strategic. It builds investor confidence, reduces risk, and ensures directors and shareholders make informed, lawful decisions. Our attorneys help you establish frameworks that meet the Companies Act, King IV, and best practice standards.
We Advise On:
- Company Formation & Structuring, Company Registration (CIPC):
We manage the entire process of registering a new private company in South Africa. Assisting with registration, drafting founding documents, and advising on ownership structures suited to tax and operational goals. - Director & Shareholder Governance, Director Duties & Responsibilities:
We provide clear advice to directors on their fiduciary duties under the Companies Act to ensure compliance and avoid personal liability. Defining rights, responsibilities, and procedures for boards and general meetings. - Corporate Compliance, Risk Management, Secretarial Services
Ensuring adherence to laws, regulations, and ethical codes (Companies Act, King IV). We assist with the maintenance of company records, minute books, and ongoing CIPC compliance. - Shareholder Agreements & MOIs
Drafting or reviewing Memorandums of Incorporation (MOIs) and shareholder agreements to prevent future disputes. We create comprehensive shareholder agreements that govern the relationship between the company’s owners, preventing future disputes. We draft bespoke MOIs that are tailored to your business, offering far greater protection and flexibility than the standard document. - Restructuring & Mergers
Guiding ownership transitions, amalgamations, and reorganisations with legal and commercial precision
- Defined delegation of authority
- Clear reporting lines
- Risk and audit committee oversight
- Transparent shareholder communications
- Sustainability and ESG integration
- Learn About Labour Law & HR Compliance →
- Relying on the Standard MOI: The standard CIPC Memorandum of Incorporation lacks crucial provisions for dealing with shareholder disputes or the sale of shares.
- Not Having a Shareholder Agreement, or Unclear Shareholder Agreements: Leads to ownership and voting disputes. This is the single biggest mistake business partners make. Without it, you are relying on the bare minimum provisions of the Companies Act, which is often insufficient.
- Ignoring Director’s Fiduciary Duties: Directors can be held personally liable for a company’s debts if they act recklessly, with gross negligence, or fraudulently.
- Sloppy Record Keeping: Failing to keep proper minutes of meetings and up-to-date company records can invalidate important decisions.
- Failure to Maintain Records – Incomplete registers or minutes breach the Companies Act.
- Poor Governance Policies – Damages reputation and investor confidence.
- Non-Compliance with King IV – Impacts corporate accountability.
- Ignoring Dispute Resolution Clauses – The Gauteng High Court’s mediation directive encourages mediation before litigation.
Read About Mandatory Mediation →
- Shareholder and board conflicts
- Director liability claims
- Corporate restructuring disputes
- Breach of fiduciary duty matters
- Explore Mediation & Arbitration →
- Forward-Thinking Advice: We don’t just register a company; we partner with you to create a legal structure that supports your long-term growth and prevents future conflict.
- Expertise in the Companies Act: We have an in-depth, practical understanding of the South African Companies Act and how to apply it for your commercial benefit, and King IV compliance.
- Dispute Prevention Focus: Our primary goal is to draft robust agreements that prevent costly shareholder and director disputes before they arise.
- Experience with Complex Structures: Our team has decades of high-level experience, including advising listed companies, giving us the insight to handle complex corporate matters.
- Strategic Structuring: Designed for sustainability and efficiency.
- Accredited Mediators: Qualified under the Gauteng directive for corporate dispute mediation.
- Trusted Business Advisors: Combining legal skill with commercial insight.
Clear Guidance for Company Directors
Corporate Governance FAQs
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