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[2026] ZAGPPHC 172
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International Pentecostal Church Choir NPC v Companies Tribunal of South Africa and Another (2023-134392) [2026] ZAGPPHC 172 (20 March 2026)
IN THE HIGH COURT
OF SOUTH AFRICA
(GAUTENG DIVISION,
PRETORIA)
Case
No. 2023-134392
(1) REPORTABLE:
YES
/
NO
(2) OF INTEREST TO
OTHER JUDGES:
YES
/
NO
(3) REVISED
DATE:
20 March 2026
SIGNATURE:
In
the matter between:
INTERNATIONAL
PENTECOSTAL CHURCH CHOIR NPC
APPLICANT
And
COMPANIES
TRIBUNAL OF SOUTH AFRICA
FIRST
RESPONDENT
MODISE,
TSHEPISO SAMUEL MOGOLO NTJELE
SECOND
RESPONDENT
Coram:
Millar
J
Heard
on:
25
February 2026
Delivered:
20
March 2026 - This judgment was handed down electronically by
circulation to the parties' representatives by email,
by being
uploaded to the
CaseLines
system of the GD and
by release to SAFLII. The date and time for hand-down is deemed
to be 10H00 on 20 March
2026.
Summary:
Review of a
decision of the Companies Tribunal – Section 160(2)(b) –
“good cause” for late objection
to registration of
a Nonprofit Company – uncontroverted that delay was
deliberate occasioned by reliance on legal
advice as part of a
broader litigation strategy – deliberate action absent a
full and truthful explanation in
regard thereto can never be
“just cause” – decision of the Tribunal to
allow the objection reviewed
and set aside with costs.
ORDER
It
is Ordered
:
[1]
The decision of the Companies Tribunal under case number
CT00447/ADJ2020
dated 21 November 2023 is reviewed and set
aside.
[2]
The Second Respondent is declared non-suited by reason of his
delay in lodging
his objection to the Applicant's company name in
terms of
s. 160(1)(b)
of the
Companies Act, No. 71 of 2008
.
[3]
The Second
Respondent
shall
pay the
Applicant's costs, which costs are to include the costs consequent
upon the engagement of two counsel on scale C.
JUDGMENT
MILLAR J
[1]
This
is an application in which the order sought by the applicant (IPCC)
turns on the determination of what is meant by “
good
cause
”
as set out in
Section 160(2)(b)
of the
Companies Act.
[1
]
[2]
The background and context as to the
singular issue on which this application turns, is uncomplicated and
is not in dispute between
the parties. In the
papers filed by the parties and in argument, there was a great deal
of time and effort expended
setting out the background relating to a
dispute between various persons for the control of an entity called
the International
Pentecostal Holiness Church (IPHC). This
dispute formed the subject matter of litigation before this Court
over several years
and was quite evidently hotly contested.
[3]
It
suffices for purposes of these proceedings, to record that the
proceedings for control of the IPHC concluded on 24 July 2023
when
the second respondent (Mr. Modise) withdrew the proceedings
instituted by him in 2016 in respect thereof and withdrew his
plea
and counter claim in the proceedings instituted against him in
2019.
[2]
[4]
On 21 May 2019, IPCC was registered with
the Companies and Intellectual Properties Office (CIPC).
Thereafter on 1 September
2020, Mr. Modise lodged an objection with
CIPC. The objection was lodged some 15 months after IPCC’s
registration.
[5]
Section 160(2)
of the
Companies Act
provides
that:
“
(2)
An application in terms of subsection (1) may be made—
(a)
within three months after the date of a notice contemplated in
subsection (1), if the applicant received
such a notice; or
(b)
on
good cause
shown at any time after the date of the
reservation or registration of the name that is the subject of the
application, in any
other case.”
[6]
The objection was placed before the first
respondent (the Tribunal) for a decision on whether “good
cause” had been
shown by Mr. Modise for lodging his objection
when he had. It was self-evidently lodged outside the 3-month period
provided for
in
Section 160(2)(a).
[7]
The
Tribunal is empowered to consider objections in terms of
Section
160(2)(b)
by virtue of the provisions of
Section 195(1)
[3]
of the Act. The Tribunal adjudicates applications before it in
terms of the provisions of
Section 180.
[4]
The Section empowers an expeditious and fair process informed by the
application of natural justice.
[8]
The totality of the explanation provided by
Mr. Modise for only lodging the objection some 15 months after the
fact, was set out
in an affidavit deposed to by him on 31 August 2020
as follows:
“
The
NPC was incorporated on 21 May 2019. More than a year has
passed since its incorporation.
Although the
Applicants were aware of the existence of the NPC, they were advised
not to proceed with an objection to the company
name as the First
Applicant is involved in litigation against Mr. Bhekumzi Mike Gilbert
Sandlana, one of the directors of the NPC,
and the First Applicant’s
attorneys were of the view that any objection to the name of the NPC
would distract from the ongoing
litigation in the High Court.
I obtained advice from
different attorneys who advised that this objection should not be
delayed as the papers in the High Court
make no reference to the
objectionable corporate name and therefore form a different cause of
action.
This
objection has been submitted as soon as practicable after obtaining
the advice and collating the evidence required.”
[9]
In considering this explanation, the
Tribunal found that good cause had been shown for the lodging of the
objection some 15 months
after registration. In coming to this
finding, the Tribunal found
inter alia
that:
“
At
first the Applicant laboured under the misapprehension that the
objection could not have been lodged whilst such High court
litigation was ongoing but was finally advised by his current
attorneys of record that it should apply to the Tribunal under
section 160
of the Act which is what this case before me is all
about.
and
It is my view that
this misapprehension is hardly unreasonable or unfounded, given the
complex and often interwoven nature of the
various proceedings
involving the Church in the High Court as outlined above.
and
It is my view that the
Applicant has passed the test for “good cause” shown in
terms of
Section 160(2)(b)
for the application to be brought at any
time, considering the complex High court cases which were underway.
The issues regarding
the factions of the Church and its crucial
identity of the “true church” were further complicating
the launching of
a name dispute before the tribunal.”
[10]
Additionally, the Tribunal also found that:
“
I
believe that the amount of time the Applicant spent in weighing up
whether to proceed with the
section 160
at the Tribunal was enormous
and was not only distracted by the High Court cases but was engulfed
and embroiled by the intricacies
of these matters.”
[11]
IPCC, dissatisfied with the decision of the
Tribunal seeks its review and setting aside. The application
for review is predicated
on 3 broad grounds. Mr. Modise for his part,
opposed the review contending that the decision of the Tribunal was
properly arrived
at and unimpeachable. IPCC’s grounds were the
following:
[11.1]
The first, is that the Tribunal failed to conduct itself and
adjudicate the matter in
accordance with the principles of natural
justice as set out in
Section 180(1)
of the Act.
[11.2]
The second, is in terms of the Promotion of Administrative Justice
Act (PAJA).
[5]
[11.3]
Lastly, the Tribunal’s decision is subject to review on the
principle of legality.
[12]
Turning to the first ground upon which the
review is brought. This has been brought in terms of Section
160(4) of the Act
which provides that within 20 business days after a
decision of the Tribunal, an interested party may “
apply
to a court to review the notice or decision.”
It is not in issue that the decision of the Tribunal delivered on 21
November 2023 was timeously taken on review.
[13]
The Tribunal set out in some detail, the
history relating to the litigation between the various parties
claiming rights in terms
of the IPHC. The Tribunal placed a
great deal of store on this history in justification for finding that
the decision of
Mr. Modise, firstly not to object when he came to
know of the registration of IPCC and secondly to delay his objection
for the
15 months that he did was nevertheless for “
good
cause
.” The Tribunal justified
this when it found that:
“
.
. .it is imperative to understand the complexities and smoke and
mirrors of these cases. In order to establish the time
spent by
the Applicant on not only understanding his case as leader of the
church, but also the intricate, complex and confusing
understanding
of the legalities of who the true church is in terms of the three
factions.”
[14]
It is not in issue that there has and
continues to be litigation surrounding control of the IPHC. The
issue in this review
is whether
“
good
cause”
was shown in terms of
Section 160(2)(b). The ruling of the Tribunal is that:
“
The
legal interpretation of Section 160(2)(b) of the Act is that the
applicant has shown “good cause” to have disputed
the
registration of the company name of the Respondent at the time he
launched his application in terms of Section 160(2)(b).”
[15]
This review is accordingly confined to
consideration of what constitutes “
good
cause”
and whether it was shown
here by Mr. Modise.
[16]
In
Minster
of Defence and Military Veterans v Motau and Others
,
[6]
it was held that:
“
Good
cause may be defined as a substantial or ‘legally sufficient
reason’ for a choice made or action taken. Assessing
whether there is good cause for a decision is a factual determination
dependent upon the particular circumstances of the case at
hand.”
[17]
Courts
have eschewed defining the legal concept
“
good
cause”.
[7]
In
early decisions it was remarked that:
“
It
would be quite impossible to frame an exhaustive definition of what
would constitute sufficient cause to justify the grant of
[an]
indulgence. Any attempt to do so would merely hamper the exercise of
a discretion which the rules have purposely made very
extensive, and
which it is highly desirable not to abridge.”
[8]
[18]
In granting an indulgence:
“
The
applicant must furnish a reasonable and satisfactory explanation for
its default. Second, it must show that it has a bona
fide defence which prima facie carries some prospect
of success on the merits.”
[9]
[19]
A Court may grant an indulgence, but this
is subject to the circumstances of each case. Attempting a definitive
definition of
“
good cause”
would erode the discretion of the Court. This
position is the same with regards to the Tribunal. It was argued for
Mr. Modise that
since the Tribunal was required to conduct its
process expeditiously, that this meant that it was granted latitude
in not only
reaching its decision but in the decision itself. The nub
of this contention was that its substantive findings and decision
should
be considered through this lens. This contention is misplaced.
While the procedure may be tailored to an expeditious hearing, the
substantive outcome remains one that must withstand scrutiny.
[20]
In
Voltex
(Pty) Limited v Waco Trading Enterprise (Pty) Limited,
[10]
a
case dealing pertinently with an application in terms of Section
160(2) of the Act, the Court held that an applicant is expected
to
show
“
good
cause”
“
by
giving a reasonable explanation of his default;… by showing
that his application is made bona fide; and… by showing
that
he has a bona fide defence to the plaintiff's claim which prima facie
has some prospect of success.”
In
this case, the Court went on to set out 7 different factors to be
considered in making the determination.
[11]
[21]
Germane
to the present application are the first 2 factors set out in
Voltex.
[12]
These
are:
“
40.1
the degree of lateness or non-compliance with the prescribed time
frame;
40.2
the explanation for the lateness or the failure to comply with time
frames;
[22]
It is clear from the explanation furnished
by Mr. Modise to the Tribunal, as set out in paragraph [8] above,
that the explanation
provided by him to the Tribunal for the 15-month
delay in lodging his objection, was not in consequence of any
ignorance or failure
of knowledge of his right to objection to the
registration of IPCC.
[23]
In
Voltex
,
the Tribunal dismissed the objection, notwithstanding that it
appeared that the objector had good prospects of success on the
merits. It was held:
“
A
proper explanation for the delay entails and explanation by the
Applicant for each period of the delay and the disclosure of all
the
details relevant to the delay. The Applicant is, therefore,
required to make full disclosure with regard to all the facts
that
are relevant to the delay in filing its Application for Relief.
In
other words, the Applicant is required to be generous with the truth
about the real cause of the delay, thereby taking the Tribunal
into
its total confidence
.”
[13]
[My
underlining].
[24]
The crux of Mr. Modise’s explanation
for the 15-month delay, notwithstanding knowledge of the registration
of IPCC was legal
advice. From the explanation furnished to the
Tribunal set out in para [7] above, it is readily apparent that Mr.
Modise
acted upon legal advice. His
volte
face
thereafter was occasioned by the
advice of a different legal practitioner.
[25]
On the explanation provided for the delay
to the Tribunal, there was no indication that the advice that had
been relied upon initially
was wrong. Rather it is that if it were
not for the subsequent advice, Mr. Modise would not have lodged the
objection when he did.
[26]
Implicit in the explanation is that the
advice relied upon initially was incorrect however, this was never
put before the Tribunal
for a finding. The Tribunal
characterized Mr. Modise’s reliance on this legal advice as
placing him:
“
under
the misapprehension that the objection could not be lodged whilst he
was embroiled in High court litigation regarding his
authority and
leadership of the church.”
[14]
[27]
There was nothing placed before the
Tribunal to indicate what advice had been sought and what advice had
been given by the first
set of attorneys. Similarly, there is
nothing before the Court to indicate what was considered by the new
attorneys in arriving
at a different view. It is impermissible
in circumstances where a full and proper explanation is required of a
party, such
as Mr. Modise, in justification for a 15-month delay, to
simply refer to
“
advice given by
his attorney”
without making a
full disclosure of that advice.
[28]
There was nothing from the initial attorney
(whether by way of a written opinion or affidavit placed before the
Tribunal) setting
out the circumstances under which the advice was
sought and the opinion furnished.
[29]
This omission is particularly noteworthy in
the present case because had something more been placed before the
Tribunal; it would
have been able to have evaluated the true length
of the delay and whether the disclosed approach was the true approach
taken.
[30]
Additionally, there was nothing placed
before the Tribunal to indicate when the mandate of the initial
attorney was terminated or
when the advice of the new attorney was
given. All these facts would have elucidated how the 15-month
delay came about and
whether there was any
“
good
cause”
for it.
[31]
It was argued for IPCC, and it is
self-evident that:
“
Whatever
way one looks at it, 15 months is a substantial amount of time.
(Even the Tribunal called Mr. Modise’s delay
enormous).
And, notably, the period in the Voltex case (19 months) was not
significantly lengthier than that in casu.
The Presiding Member
in that matter demanded an explanation for not bringing the objection
“immediately” after becoming
aware of the registration of
the Respondent’s name. A useful comparator is Whitcher v
Competition Commission of South
Africa
[2008] ZACT 108
, para53.
The Tribunal found a 75-day delay to be unreasonable where the
objector had adopted a “wait-and-see”
attitude, which can
never be interpreted as “good cause” for the delay.”
[Footnote omitted].
[32]
The explanation provided by Mr. Modise for
his delay, rather than explaining it, left open rather obvious
questions. These
include:
[32.1]
When he first became aware of the registration of IPCC?
[32.2]
When he sought legal advice?
[32.3]
What advice he sought?
[32.4]
When the advice was given?
[32.5]
When the first attorney’s mandate was terminated?
[32.6]
When were the new attorney appointed?
[32.7]
When advice was sought on the question from the new attorney?
[32.8]
When that advice was given?
[33]
Furthermore, Mr. Modise asserts that he
owns the trademarks that form key components to the relevant company
name. In this
regard, IPCC submitted:
“
That
being so, why would Mr. Modise even need to await the outcome of a
dispute as to the leadership of the “true church”
before
objecting about the corporate name of another individual or entity –
whether they represent the “true”
church or not?
These were legally, conceptually and practically separate matters.
The need to await the resolution
about the disputes about the true
church and the legitimate leadership thereof could never form a
legitimate reason for the delay.”
[34]
This submission, goes to the heart of the
explanation and why the questions set out in paragraph [32] above,
reasonably required
answering as part of the explanation explaining
both the period of the delay and the reason for the delay. On
what was before
the Tribunal, this pivotal question was unanswered.
Without an answer, it could never be said that “
good
cause
”
had been established.
[35]
While section 160(2)(b) of the Act does not
impose a time limit on when the application can be brought, the open
ended and indeterminate
period which the section permits is subject
to the requirement of “good cause”.
[36]
If it is a statutory obligation that this
be shown to validate an objection, then it follows that if Mr. Modise
failed to show this,
any decision incorrectly finding that he
did is susceptible to being set aside on review.
[37]
Besides the finding by the Tribunal that
Mr. Modise had shown “
good cause,
”
it also found a lack of prejudice to IPCC.
This was premised on the finding that:
“
The
Modise brothers withdrew as applicants in the High Court leadership
case recently. Thus, the Respondent, as a transacting
entity in
view of the pending leadership case, which is now withdrawn, needs
not function as a transacting entity.”
[38]
There is no basis for this finding as
evidenced by the submission set out in paragraph [33] above.
The one issue has absolutely
nothing to do with the other but in any
event, while the Tribunal may have assumed that IPCC is nothing more
than a shell, this
was never the case for Mr. Modise. It was not open
to the Tribunal to make this finding, and it erred in doing so.
[39]
The
ineluctable inference to be drawn in consequence of Mr. Modise’s
failure to properly explain the delay is that his decision
was
advertant and that having had a change of heart and with no proper
explanation for the delay
[15]
,
sought to attribute it to legal advice. The Tribunal clearly
misdirected itself by accepting that the explanation for the
delay,
established any “
good
cause”.
[16]
For
the reasons set out above the decision of the Tribunal is to be
reviewed and set aside.
[40]
In
view of the finding on the first ground of review, I need not deal in
any detail with the grounds advanced under PAJA or legality.
It
suffices to state that the Act provides a “
tailor-made
alternative remedy that Parliament has created”,
and
it is this remedy in the first instance that is to be exercised.
[17]
However, for the reasons set out above, had this review been decided
on the basis of either PAJA or legality, I would in
any event also
have reviewed and set aside the decision of the Tribunal.
[41]
Turning
now to the question of remedy. In
Trencon
Construction (Pty) Ltd v Industrial Development Corporation of South
Africa Ltd and Another
,
[18]
it was held that:
“
If
the administrator is found to have been biased or grossly
incompetent,
it may be unfair
to ask a party to resubmit itself to the administrator’s
jurisdiction. In those instances, bias or
incompetence would
weigh heavily in favour of a substitution order.
However,
with regard to the notion of fairness, a court may still substitute
even when there is no instance of bias or incompetence
.”
[My underlining]
[42]
It was argued by IPCC that if the review
were to succeed, a substitution order by this Court is appropriate.
This is so, because
Mr. Modise having failed to establish
“
good
cause
”
in lodging his objection
in terms of Section 160(2)(b), when he did, the outcome, if remitted
and properly considered, is a foregone
conclusion. I agree, and hence
the order that I intend to make.
[43]
Costs will follow the result. In
the circumstances of the matter, I find that it was a wise and
reasonable precaution
for IPCC to have engaged more than one
counsel. In view of the nature, complexity and importance of
the matter to the parties
and in particular IPCC, the costs of
counsel are to be taxed by the taxing master on scale C.
[44]
In the circumstances,
I make the order that:
[44.1]
The decision of the Companies Tribunal under case number
CT00447/ADJ2020
dated 21 November 2023 is reviewed and set
aside.
[44.2]
The Second Respondent is declared non-suited by reason of his delay
in lodging his objection
to the Applicant's company name in terms of
s. 160(1)(b)
of the
Companies Act, No. 71 of 2008
.
[44.3]
The Second
Respondent
shall
pay the
Applicant's costs, which costs are to include the costs consequent
upon the engagement of two counsel on scale C.
A MILLAR
JUDGE
OF THE HIGH COURT
GAUTENG DIVISION,
PRETORIA
HEARD
ON:
25
FEBRUARY 2026
JUDGMENT
DELIVERED ON:
20
MARCH 2026
COUNSEL
FOR THE APPLICANT:
ADV.
H EPSTEIN SC
ADV.
P KHOZA
INSTRUCTED
BY:
S
TWALA ATTORNEYS
REFERENCE:
MR.
S TWALA
COUNSEL
FOR THE SECOND RESPONDENT:
ADV.
P EILERS
INSTRUCTED
BY:
HAHN
& HAHN
REFERENCE:
MS.
V LAWRANCE
NO
APPEARANCE FOR THE FIRST RESPONDENT
[1]
71
of 2008.
[2]
Besides
with the withdrawal of the proceedings instituted by Mr. Modise
under case no 11935/16 and his plea and counter claim
in the
proceedings under case no 14038/19 in which he was cited as a
defendant, he was also ordered to pay costs on the scale
in respect
of both proceedings on the scale as between attorney and own client
inclusive of the costs of three counsel.
[3]
The
section provides that “
The
Tribunal, or a member of the Tribunal acting alone in accordance
with this Act, may – (a) adjudicate in relation to
any
application that may be made to it in terms of this Act, and make
any order provided for in this Act in respect of such an
application.”
[4]
“
(1)
The Companies Tribunal –
(a)
must conduct its adjudication
proceedings contemplated in this Act expeditiously and in accordance
with the principles of natural
justice; and
(b)
may conduct those proceedings
informally.”
[5]
3
of 2000.
[6]
2014
(5) SA 69
(CC) at para 54.
[7]
Brangus
Ranching (Pty) Ltd v Plaaskem (Pty) Ltd
2011 (3) SA 477
(KZP) at para 30.
[8]
As
above at para 30.
[9]
FPM
Business Solutions (Pty) Ltd v Masakhane Mining Supply and
Construction
2024 JDR 0707 (NWM) at para 17.
[10]
Voltex
(Pty) Limited v Waco Trading Enterprise (Pty) Limited
(CT005Dec2017) [2018] COMPTRI 30 (28 May 2018) at para 38.
[11]
Voltex
above
n 4 at para 40.
[12]
Ibid.
[13]
Voltex
above n 4 at para 45. See also
Westhuizen
V Supa Braai and Firewood Proprietary Limited
(CT01392ADJ2023) [2023] COMPTRI 83 (15 August 2023), para 23.
It was also held that the condonation should have been specifically
addressed in Form CTR142.
[14]
Para
[2] of the Tribunal’s ruling.
[15]
See
Uitenhage
Transitional Local Council v South African Revenue Services
2004 (1) SA 292
(SCA) at para [6] where it was held: “
A
full, detailed and accurate account of the causes of the delay and
their effects must be furnished so as to enable the court
to
understand clearly the reasons and assess their responsibility.
It must be obvious that, if the non-compliance is time
related, then
the date, duration, and extent of any obstacle on which reliance is
placed must be spelt out.”
[16]
Bato
Star Fishing (Pty) Ltd v Minister of Environmental Affairs and
Tourism and Others
[2004] ZACC 15
;
2004
(4) SA 490
(CC) at para
[48]
.
[17]
Commissioner
for the South African Revenue Service and Another v Richards Bay
Coal Terminal (Pty) Ltd
2025 (6) BCLR 639
(CC) at paras [124] – [133] but especially
[124] where the principle of subsidiarity was stated as follows: “
A
hierarchical ordering of institutions, of norms, of principles, or
of remedies, and signifies that the central institution,
or higher
norm, should be invoked only when the more local institution, or
concrete norm, or detailed principle or remedy, does
not avail.”
[18]
2015
(5) SA 245
(CC) at para [54].