How your company is formed, governed, and run carries real legal consequences — for directors, shareholders, and the business itself. Whether you are starting out, growing, or restructuring, getting the governance right from the beginning protects what you have built and reduces the risk of costly disputes or personal liability down the line.
Company law does not make exceptions for small businesses. Whether you run a two-director start-up or a large enterprise, the obligations that come with being a registered company are the same. Directors face personal liability. Shareholders have enforceable rights. Statutory filings must happen on time. Employment obligations exist the moment you take on staff. Governance documents must be in place before a dispute arises — not after. The risk of non-compliance is not abstract: it shows up as deregistration, personal liability, failed transactions, and avoidable litigation. RFH Inc helps businesses of every size get — and stay — compliant, so that your corporate structure supports your growth rather than undermines it.
How your company is incorporated and structured affects everything that follows — from how decisions are made, to what directors and shareholders can and cannot do. Getting this right at the start avoids costly corrections later.
Directors carry personal legal obligations regardless of company size. Acting outside your authority, trading recklessly, or failing to disclose conflicts can result in personal liability. The company structure does not automatically protect you.
Annual returns, updated registers, and timely notification of changes to directors, shareholders, and offices are compulsory. Companies that fall behind risk deregistration — which can halt banking, contracts, and property dealings overnight.
Without a properly drafted shareholders' agreement, a deadlock, a departing shareholder, or a disagreement over dividends can become a crisis. The right documents define the rules before the relationship breaks down.
The moment your company takes on employees, a body of employment law applies — contracts, workplace policies, disciplinary procedures, and the right to fair process. Non-compliance creates exposure at the CCMA and in court.
Buyers, investors, and lenders conduct due diligence. Gaps in your governance documents, outdated CIPC records, or an absent shareholders' agreement can delay or kill a transaction at exactly the wrong moment.
Advising on the appropriate entity type and structure, preparing incorporation documents, and registering with CIPC. We ensure your company is correctly constituted from day one — with a structure that serves your long-term goals.
Drafting, reviewing, and amending the MOI — the foundational document governing how your company operates. The MOI can augment or restrict default statutory provisions. A well-drafted MOI prevents future disputes and protects all shareholders.
Drafting and negotiating shareholders' agreements that govern the relationship between shareholders — covering decision-making, dividend policy, restraints, exit mechanisms, drag-along and tag-along rights, deadlock resolution, and what happens when a shareholder wants to leave or dies.
Advising directors on their fiduciary and statutory duties — the duty of care, skill and diligence, the duty to act in good faith, and the business judgment rule. Directors can face personal liability for breaches and we advise on how to protect themselves and document their decisions correctly.
Advising shareholders on their statutory and contractual rights, including minority protection, appraisal rights, and derivative actions. Where disputes arise between shareholders, we explore negotiated resolution before resorting to litigation or court-ordered relief.
Advising on meeting requirements, notice periods, quorum, voting rights, and the distinction between ordinary and special resolutions. Drafting notices, agendas, and resolutions. Advising on when an SGM must be called and what resolutions require shareholder approval.
Managing statutory filings with CIPC — annual returns, changes to directors and shareholders, registered office updates, and MOI amendments. Companies that fall into deregistration status face complications with banking, contracts, and transactions. We keep you compliant.
Assisting companies in establishing governance frameworks aligned with the Companies Act and King IV principles — including board charters, delegation of authority frameworks, conflict of interest policies, and audit and risk committee terms of reference for larger entities.
Advising on B-BBEE ownership structures, broad-based trusts, employee ownership schemes, and transaction structures that achieve sustainable empowerment compliance. BEE transactions have complex legal requirements and must be properly documented to achieve recognition.
Under s 77 of the Companies Act, directors can be held personally liable for loss caused by their conduct — including reckless trading, acting in bad faith, and failing to disclose personal interests. A director is not automatically protected by the corporate veil.
In a 50/50 company without a shareholders' agreement, a deadlock can paralyse the business — no director appointments, no dividends, no decisions. Without pre-agreed mechanisms for breaking a deadlock, the only resolution is often court-ordered winding up.
Decisions made without the authority required by the MOI or the Companies Act can be set aside. A director who authorises a transaction outside the company's authorisation framework creates personal risk and potentially invalid contracts.
Minority shareholders who believe the majority is oppressing them have statutory remedies under s 163 — including court orders restructuring the company, regulating its affairs, or ordering a buy-out. Disputes that could have been resolved by contract become expensive litigation.
Companies that fail to file annual returns are deregistered by CIPC. A deregistered company technically ceases to exist — it cannot sue, be sued, enter contracts, or hold property. Restoration is possible but time-consuming and can disrupt urgent business transactions.
Under s 165, a shareholder, director, or employee may bring a derivative action on behalf of the company against directors or third parties who have wronged it. This remedy exists specifically where those in control refuse to enforce the company's own rights.
We advise on the right structure — (Pty) Ltd, NPC, or converted CC — draft the MOI, and register with CIPC. We ensure your founding documents serve your actual business goals rather than simply meeting the minimum statutory requirements.
We draft or review shareholders' agreements, board charters, and director service agreements. These documents define who decides what, how disputes are resolved, and what happens when a shareholder wants to exit — long before those questions become contentious.
We assist with CIPC annual returns, resolutions, meeting notices, and statutory register maintenance. We advise directors on their ongoing duties and keep you updated on relevant changes to the Companies Act or governance standards.
When shareholder disputes, director removal, or corporate transactions arise, we advise on the correct process under both the Companies Act and your governing documents. Where matters escalate, we liaise with our litigation team or brief specialist counsel.
Corporate compliance is not a once-off task. CIPC filings, statutory registers, resolutions, employment policies, and governance records require consistent attention. RFH Inc offers two retainer services designed to take these obligations off your desk entirely.
We act as your company secretary on a monthly retainer — handling all CIPC annual returns, statutory registers, director and shareholder changes, resolutions, and MOI amendments. Your company stays registered, compliant, and ready for transactions. This is the most cost-effective way to ensure your corporate housekeeping is never neglected.
Learn more about Company Secretary Services → Retainer ServiceEmployment law sits alongside corporate governance as an ongoing compliance obligation for any business with staff. Our HR retainer covers employment contracts, workplace policies, disciplinary procedures, and CCMA preparedness — giving your business a legally sound employment framework on a predictable monthly cost.
Learn more about the HR & Labour Retainer →A shareholders' agreement is perhaps more important in a two-person company, not less. A 50/50 split creates an inherent deadlock risk — if the two shareholders disagree, neither can outvote the other. Without pre-agreed mechanisms for breaking deadlocks, removing a director, or buying out a departing shareholder, you are left with an impasse that may only be resolved by winding up the company. A well-drafted shareholders' agreement addresses these scenarios before they arise and before the relationship breaks down.
The Memorandum of Incorporation (MOI) replaced the old Memorandum and Articles of Association under the Companies Act 71 of 2008. It is the foundational document governing how your company operates — it can modify or remove certain default statutory provisions, create new rights and obligations, and restrict what directors and shareholders can do. Many companies are incorporated with a standard template MOI that does not serve their specific needs. A properly tailored MOI can protect shareholders, define board authority, and create flexibility the Act would not otherwise provide.
Public companies and state-owned companies must hold an Annual General Meeting (AGM) within 15 months of their previous AGM. Private companies are not required to hold AGMs unless their MOI requires it — though shareholders retain the right to call meetings. A Special General Meeting (SGM) must be called when matters requiring a special resolution arise — such as amending the MOI, approving fundamental transactions (mergers, disposals, scheme of arrangement), or other matters specifically reserved for shareholder approval. Any director or shareholder holding at least 10% of votes may demand that an SGM be called.
Under s 77 of the Companies Act, a director can be held personally liable for loss caused to the company by breach of their duties — including acting in bad faith, failing to apply the required care and skill, reckless trading, and failing to disclose personal interests in transactions. The corporate veil does not protect a director from liability for their own unlawful conduct. A director may rely on the business judgment rule as a defence, but only where they were adequately informed, were not conflicted, and had a rational basis for believing the decision was in the best interests of the company.
A derivative action is a mechanism under s 165 of the Companies Act that allows a shareholder, director, company secretary, registered trade union, or employee to bring a legal claim on behalf of the company when the company itself is unwilling or unable to do so — typically because those in control are the wrongdoers. The applicant must first demand that the company take action itself. If the company refuses unreasonably, the court may authorise the applicant to pursue the claim in the company's name. This is an important minority shareholder protection where a dominant majority refuses to enforce the company's rights against themselves.
Close Corporations (CCs) can no longer be newly registered since the Companies Act 71 of 2008 came into full force, but existing CCs continue to operate and are governed by the Close Corporations Act 69 of 1984. CCs must maintain accounting records, file annual returns with CIPC, and keep their Association Agreement current. Members of a CC can face personal liability in certain circumstances — including where they fail to maintain proper accounting records, act fraudulently, or trade recklessly. CCs can be converted to companies, and there may be practical reasons to do so. We advise on the options and obligations for existing CC members.