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The sale and purchase of goodwill is primarily regarded in our tax law to be a transaction on capital account. The proceeds received by the seller will be capital in nature and may be subject to capital gains tax.

Tax and estate planning involve many interrelated and potentially complex issues for farmers operating their farming activities in own name.

Companies being desirous to amalgamate can execute same in terms of section 113 of the Companies Act 71 of 2008 (the “Companies Act”) or section 44 of the Income Tax Act 58 of 1962 (the “Tax Act”). Amalgamations in terms of the Tax Act are preferred as there are no adverse tax consequences, should the requirements of section 44 be met.

In terms of section 71 of the Companies Act (the “Act”), and despite anything to the contrary in a company’s Memorandum of Incorporation or rules, a director may be removed by way of an ordinary resolution of shareholders.

On the 20th of February 2019, the Minister of Finance, Tito Mboweni, delivered to Parliament the 2019 Budget speech. From a tax perspective, there are a number of tax legislative provisions to be reviewed. The endorsing legislation in respect of these tax provisions to be reviewed and proposals thereto will only be made available for public comment later this year.

LexAgri is a monthly newsletter aimed at all and sundry in the agricultural industry. These participants include producers, cooperatives, traders, organized agriculture, suppliers of agricultural equipment and consumer goods, etc.

In Cilliers v LA Concorde Holdings Limited and Others, the Western Cape High Court was confronted with the question if appraisal rights in terms of sec. 164 of the Companies Act 71 of 2008 (the “Act”) are extended to the shareholders of a holding company if such holding company’s subsidiary concludes a transaction to dispose of all or the greater part of its assets or undertaking.

Sections 34 of the Tax Administration Act (TAA) deals with ‘‘reportable arrangements’’. A Reportable Arrangement has certain characteristics (as listed in the TAA) and where one person promotes the arrangement and another person derives a tax benefit from the arrangement. If all criteria (as listed in TAA) is present, every company or trust which derives a tax benefit, must report that arrangement to SARS within 60 days after the date that any amount is first received by any person in terms of that arrangement.

In a ground-breaking case on whether shareholders can sue directors and auditors of companies in which they own shares for the loss in value of their wealth, due to a breach by directors of their fiduciary duties, the High Court - Pretoria granted African Bank Investment’s shareholders leave to appeal the judgment.

Parties to a sale of shares agreement may elect to defer the payment of the full purchase price or a portion thereof, often subject to interest on the due amount. This may result in the Seller having to register as a credit provider in terms of the National Credit Act 34 of 2005 (the “Act”).

To explain the ruling of the court, Respublica entered into a lease agreement with the Tshwane University of Technology (the ‘‘TUT’’). A furnished premise with amenities was let to TUT for the sole purpose of providing accommodation to students. TUT in return, entered into sub-leases with students.

Section 12J of the Income Tax Act, 58 of 1962 (the “Act”) prohibits a Venture Capital Company (“VCC”) to invest in an investee company which does not meet all the requirements of a ‘qualifying investee company’ (“QIC”) as set out in the Act.