Chapter 7: Remedies and Enforcement
Part B: Rights to seek specific remedies
s163: Relief from oppressive or prejudicial conduct or from abuse of seperate juristic personality of company
- (1) A shareholder or a director of a company may apply to a court for relief if:
- (a) any act or omission of the company, or a related person, has had a result that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, the applicant;
- (b) the business of the company, or a related person, is being or has been carried on or conducted in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, the applicant; or
- (c) the powers of a director or prescribed officer of the company, or a person related to the company, are being or have been exercised in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, the applicant.
- (2) Upon considering an application in terms of subsection (1), the court may make any interim or final order it considers fit, including:
- (a) an order restraining the conduct complained of;
- (b) an order appointing a liquidator, if the company appears to be insolvent;
- (c) an order placing the company under supervision and commencing business rescue proceedings in terms of Chapter 6, if the court is satisfied that the circumstances set out in section 131(4)(a) apply;
- (d) an order to regulate the company's affairs by directing the company to amend its Memorandum of Incorporation or to create or amend a unanimous shareholder agreement;
- (e) an order directing an issue or exchange of shares;
- (f) an order:
- (i) appointing directors in place of or in addition to all or any of the directors then in office; or
- (ii) declaring any person delinquent or under probation, as contemplated in section 162;
- (g) an order directing the company or any other person to restore to a shareholder any part of the consideration that the shareholder paid for shares, or pay the equivalent value, with or without conditions;
- (h) an order varying or setting aside a transaction or an agreement to which the company is a party and compensating the company or any other party to the transaction or agreement;
- (i) an order requiring the company, within a time specified by the court, to produce to the court or an interested person financial statements in a form required by this Act, or an accounting in any other form the court may determine;
- (j) an order to pay compensation to an aggrieved person, subject to any other law entitling that person to compensation;
- (k) an order directing rectification of the registers or other records of a company;
- or
- (l) an order for the trial of any issue as determined by the court.
- (3) If an order made under this section directs the amendment of the company's Memorandum of Incorporation:
- (a) the directors must promptly file a notice of amendment to give effect to that order, in accordance with section 16(4); and
- (b) o further amendment altering, limiting or negating the effect of the court order may be made to the Memorandum of Incorporation, until a court orders otherwise.
Related Sections
s16: Amending Memorandum of Incorporation
s131: Court order to begin business rescue proceedings
s162: Application to declare director delinquent or under probation
Related Regulations
No related regulations.
Related Notes
No related note.
Related Forms
No related forms.