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FINAL DE-REGISTRATION OF ENTITIES CONFIRMED BY CIPC

CIPC (Companies and Intellectual Property Commission) has issued a notice (Notice 61 of 2017) confirming the final deregistration of certain Companies and Close Corporations effective 2 February 2018 due to non-compliance with filing of Annual Returns.

The effect of this notice is that entities which are currently reflected as having the status of ‘Deregistration Process’ on CIPC records will be finally deregistered if the entity has no outstanding liabilities with any major banks or SARS. The deregistered entities will therefore cease to exist as their juristic personality is withdrawn as a result of deregistration.

A Company or Close Corporation is required to file an Annual Return with CIPC within a certain time period each year, dependent on the date on which the entity was registered. The purpose of filing the Annual Return is to provide CIPC with the latest information pertaining to the entity and for CIPC to determine whether or not the entity is still conducting business activities. Failure to file the Annual Return leads to the presumption by CIPC that the entity is no longer trading and thus commences the deregistration process.

For a list of entities due to be finally deregistered on 2 February 2018 visit the CIPC website at http://www.cipc.co.za/index.php/legislation/gazettes/.

To avoid final deregistration, the entities must attend to filing the outstanding Annual Returns with associated duties and penalties before the stipulated date.

For assistance in this regard, contact Goldberg & De Villiers Incorporated on 041 – 501 9830.

PLOT-AND-PLAN: GREAT OPTION, JUST BEWARE THE BUILDING DEADLINE

“Buy land, they’re not making it anymore” (Mark Twain)

Buying a house is an important and exciting experience.  One of the first decisions you must make is whether to buy an existing house (the “turnkey” option) or to buy from a developer on a “plot-and-plan” (“off-plan”) basis.

Which option is best for you only you can decide, but with the popularity of security estate living soaring and with the flexibility of creating your own dream home, off-plan is an increasingly attractive choice both for investment and for lifestyle.

Just remember that the many benefits of “buy and build” come with some important cautions.  Apart from practical considerations, there are many legal pitfalls to watch for, so have your lawyer check the agreements (normally two – one to buy the plot and the other to build the house) before you sign anything.

The building deadline – benefit and risk

One area to be particularly aware of is the common requirement that you build on your new plot within a certain period of time.  In fact as a buyer you should check for such a requirement – otherwise you could be subjected to years of construction activity in the estate with all the attendant noise, dust, inconvenience and security concerns.

Your risk is that, to enforce such time limits, developers commonly provide for defaulting buyers to be subject to penalty levies and/or buy-back/retransfer clauses entitling them to take back the plot.

A recent Supreme Court of Appeal (SCA) judgment provided strong warnings in this regard for both developers and buyers.

Developers – the perils of prescription

  • Two buyers of plots in a large estate failed to build on them within the required 18 month period (this requirement was registered on their respective title deeds).
  • Their sale agreements entitled the developer to take back the plots against repayment of the purchase price (without interest) and the developer asked the High Court to order re-transfer to it accordingly.
  • The SCA on appeal held that the developer’s claims had prescribed (become unenforceable) because it had waited more than three years before taking legal action.
  • The three year period applied, said the Court, because the developer’s right was a “personal right” not a “real right”.  The difference between the two is of great interest to lawyers, but all that really counts for developers and buyers is that the developer should have enforced its retransfer right within three years of the deadline date by which the purchasers were required to have built a house.

Bottom line for developers: Don’t delay in enforcing buy-back clauses!

Buyers – developers can enforce buy-back clauses

An earlier High Court decision, involving the same developer and the same clause but another buyer, had held that the buy-back clause was “grossly unfair”, and that such clauses generally “do not pass constitutional muster”.   Which led to speculation that buy-back clauses might be dead in the water.

Not so.  The SCA commented that the High Court should not have considered the question of constitutionality at all in the particular circumstances of that case, so (for the time being at least) buy-back clauses remain enforceable.

Bottom line for buyers: You could lose your plot if you don’t build by deadline.

Credit: LawDotNews

PROTECTING YOUR BUSINESS DURING A DIVORCE

No one starts a marriage expecting it to end in a divorce (it is after all, “till death do us part” in the vows), but unfortunately divorce is reality of life.

Most people consider the emotional toll a divorce will take, but there are additional financial consequences to be considered, and assets that require protection, including those that are part of a business entity owned by one spouse.

Many people assume that the marital property regime is the only factor to be considered when dividing assets, but this is not always the case.

For more detail on how to navigate this difficult situation, please read:

http://www.bizcommunity.com/Article/224/547/169540.html

Our team of attorneys have wealth of experience in creating effective solutions in the form of prenuptial contracts, business agreements and establishing trusts.

Contact Goldberg & De Villiers Incorporated on 041 – 501 9800 for quality legal assistance.

Attorneys, Notaries and Conveyancers

At Goldberg & de Villiers Inc, we proudly offer our clients that state-of-the-art, up to date approach to business and legal services, whilst always keeping our clients’ specific needs as our main focus. With us, experience and innovation go hand in hand, so clients feel comfortable entrusting their business to the firm – knowing the team can offer them the best of both worlds.

It is this unique combination of trusted experience and modern flexibility that makes Goldberg & de Villiers Inc the choice of such a variety of discerning clients, from one-man businesses to multinational listed companies. Since our inception in 1933, our commitment to personal service, practical advice and tailor-made proactive solutions has earned us a stellar reputation in our field.

Our clients include a wide range of top national and regional businesses, national and international insurance companies, various local authorities and parastatals, leading financial institutions and private banks.

In today’s world of techno-acceleration and competitive trends, it is easy to lose sight of the traditional values of yesteryear. At Goldberg & de Villiers Inc we offer our clients the best of both worlds: a solid reputation for personal service excellence, a flexible, contemporary approach to maximising your results and a tradition of excellence.

You’ll find us at Pembridge House, 13 Bird Street, Central, Port Elizabeth.

It’ll be our pleasure to do your business!