Corporate & Commercial Law

The branch of public law which concerns the judicial review of administrative action.

General

Whether you are a start-up or an established business, we will work proactively with you to help you put appropriate, best-practice, commercial agreements in place to be compliant with our many laws, which cater for engagement with your shareholders, employees and suppliers.

Commercial Law is the body of law which regulates and develops the business world – contracts, companies, partnerships, insolvency, labour law, tax law, shipping law, competition law and so on.

Commercial law is sometimes referred to as business law or corporate law. It focuses on the laws that govern commerce, trade, sales and merchandising, as well as the businesses and individuals who participate in those activitie

Sub-fields

  • Contract Drafting
  • Distributor Agreements
  • Lease Agreements
  • Legal Agreements
  • Purchase Agreements
  • Offers to Purchase
  • Sale Agreements
  • Shareholders Agreements

Legislation

  • Income Tax Act, Act No. 58 of 1962
  • Value-Added Tax Act, Act No. 89 of 1991
  • Competition Act, act No. 89 of 1998
  • National Credit Act, Act No. 34 of 2005
  • Consumer Protection Act, Act No. 68 of 2008 (“CPA”)
  • Companies Act, Act No. 71 of 2008
  • Tax Administration Act 28 of 2011
  • Protection of Personal Information Act, Act No. 4 of 2013 (“POPIA”)

Frequently asked questions

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Do you need to have a shareholders agreement?

You are not required by law to have a shareholders agreement, however it is vitally important to have one.

The benefits of a of shareholders agreement are numerous:

  • it reduces the risk for potential future disputes
  • it can regulate the management of the company
  • it can offer protection for minority shareholders
  • it can regulate and stipulates the duties of each party
  • it can regulate the transfer of shares to outside parties
  • it deals with the repayment of loan accounts
  • it deals with funding of the company
  • it can offer minority shareholders certain protections
  • it can regulate the termination of the agreement and how shareholders/directors are removed
  • it can regulate the declaration of dividends
What Is the purpose of the CPA?

The stated purpose of the CPA is to:

  • establish a legal framework for a consumer market that is fair, accessible, efficient, sustainable and responsible;
  • promote fair business practices;
  • protect consumers from unfair, unreasonable or other improper trade practices and also to protect the consumer from deceptive, misleading or other fraudulent conduct;
  • promote social, economic and environmental responsibility in consumer markets;
  • improve consumer awareness and information and to encourage responsible and informed consumer choice and behaviour;
  • promote consumer confidence and empowerment and develop a culture of consumer responsibility through individual and group education, vigilance, advocacy and activism;
  • provide a consistent, accessible and efficient system of consensual resolution of disputes arising from consumer transactions;
  • provide an accessible, consistent, harmonized, effective and efficient system of redress for consumers;

Replace, in a new and simplified manner, existing provisions from five Acts including the Consumer Affairs (Unfair Business Practices) Act of 1988, the Trade Practices Act of 1976, the Sales and Service Matters Act of 1964, the Price Control Act of 1964 and the Merchandise Marks Act of 1941.

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What rights does a consumer have in terms of the CPA?

The CPA grants consumers inter alia the following rights:

  • the right to equality in the consumer market
  • the right to choose:
  • the right to select suppliers
  • the right to choose, select & examine goods
  • the right to cancel a reservation, booking or order
  • the right to request pre-authorisation for repairs & maintenance services
  • the right to cancel direct marketing contracts
  • the general right to return goods
  • the right to disclosure & information:
  • the right to information in plain and understandable language including regarding:
  • pricing of goods & services;
  • product labelling & trade descriptions
  • product labelling of genetically modified organisms
  • disclosure of reconditioned or grey market goods
  • disclosure by intermediaries
  • identification of deliverers, installers & others
  • sales records
  • the right to fair & responsible marketing
  • the right to fair and honest dealing
  • the right to fair, just and reasonable terms and conditions
  • the right to good quality and safe goods
To what and whom does the CPA apply?

The CPA applies to every transaction, agreement, advertisement, production, distribution, promotion, sale or supply of goods or services.

The CPA also applies to the promotion and marketing of any goods or services and to suppliers of goods and services.

Certain transactions are exempt. For instance, where the goods or services could not reasonably be the subject of a transaction falling within the ambit of the CPA or where the goods or services have been exempted from the application of the CPA.

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