, MCL5903 ASSIGNMENT 2 2025 ANSWERS
DUE DATE: 5 SEPTEMBER 2025
Corporate Insolvency Law – Assignment 2 (Unique No: 802868)
Memorandum of Advice
To: Sand-Ton Computer Systems (Pty) Ltd (“Sand-Ton”)
From: [Your Name], Attorney-at-Law
Date: [Insert date]
Re: Legal status of a contract concluded during deregistration under the Companies Act 71
of 2008
1. Introduction
The deregistration and reinstatement of companies under the Companies Act 71 of 2008
(“the Act”) raises important jurisprudential and policy questions about the continuity of juristic
personality, the enforceability of rights and obligations, and the protection of contracting
parties. At the centre of this discussion is whether a contract concluded by a deregistered
company is void ab initio, or whether reinstatement retrospectively validates such contracts.
This memorandum critically examines the case of Sand-Ton Computer Systems (Pty) Ltd
(“Sand-Ton”), whose deregistration for non-compliance with annual return requirements
under section 33 resulted in its temporary removal from the register. During that period, it
contracted with the Department of Education (“the Department”) to supply computers. The
Department now seeks to avoid its payment obligations by arguing that Sand-Ton was a
legal non-entity at the time of the contract.
2. Legal Framework
2.1 Deregistration under the Companies Act
Section 82(3) of the Act provides that when a company is deregistered, it “is dissolved” and
“ceases to exist” as a juristic person. This provision is clear and absolute: deregistration
terminates corporate personality and capacity.1 The Supreme Court of Appeal (SCA) in
1
Companies Act 71 of 2008, s 82(3).
DUE DATE: 5 SEPTEMBER 2025
Corporate Insolvency Law – Assignment 2 (Unique No: 802868)
Memorandum of Advice
To: Sand-Ton Computer Systems (Pty) Ltd (“Sand-Ton”)
From: [Your Name], Attorney-at-Law
Date: [Insert date]
Re: Legal status of a contract concluded during deregistration under the Companies Act 71
of 2008
1. Introduction
The deregistration and reinstatement of companies under the Companies Act 71 of 2008
(“the Act”) raises important jurisprudential and policy questions about the continuity of juristic
personality, the enforceability of rights and obligations, and the protection of contracting
parties. At the centre of this discussion is whether a contract concluded by a deregistered
company is void ab initio, or whether reinstatement retrospectively validates such contracts.
This memorandum critically examines the case of Sand-Ton Computer Systems (Pty) Ltd
(“Sand-Ton”), whose deregistration for non-compliance with annual return requirements
under section 33 resulted in its temporary removal from the register. During that period, it
contracted with the Department of Education (“the Department”) to supply computers. The
Department now seeks to avoid its payment obligations by arguing that Sand-Ton was a
legal non-entity at the time of the contract.
2. Legal Framework
2.1 Deregistration under the Companies Act
Section 82(3) of the Act provides that when a company is deregistered, it “is dissolved” and
“ceases to exist” as a juristic person. This provision is clear and absolute: deregistration
terminates corporate personality and capacity.1 The Supreme Court of Appeal (SCA) in
1
Companies Act 71 of 2008, s 82(3).
