In the matter between:
TARIEFDIENSTE(PTY)LTD
and
THE EXECUTIVE MAYOR:
JB MARKS LOCAL
MUNICIPALITY
THE SPEAKER:
JB MARKS LOCAL
MUNICIPALITY
THE MUNICIPAL MANAGER:
JB MARKS LOCAL
MUNICIPALITY IN HIS
CAPACITY AS INFORMATION
OFFICER
Coram: WESSELS AJ
Not reportable
CASE NUMBER:1269/24
APPLICANT
FIRST RESPONDENT
SECOND RESPONDENT
THIRD RESPONDENT
2
Date of hearing : 25 November 2025
Delivered: This judgment was handed down electronically by circulation to the
parties' representatives via email. The date and time for the hand-down of the
judgment is deemed to be 15h00 on 11 February 2026.
Summary: Company-Deregistration -Effect of - Company ceasing to exist
as a legal entity upon deregistration - Litigation initiated or continued by a
deregistered company a nullity - Practice - Applications and motions -
Affidavits - Purpose of- Defining issues and placing evidence before court -
Failure to disclose current corporate status - Costs - Personal liability -
Piercing the corporate veil - Section 20(9) of the Companies Act 71 of 2008 -
Unconscionable abuse of juristic personality - Sole director litigating through
various guises and deregistered entity - Discrepancies in registration numbers
and questionable cession of mandates - Director held personally liable for costs.
ORDER
1. The application is dismissed.
u. Johannes Maithinus Venter is declared to be personally liable for the costs
of this applicant and is ordered to pay the respondents' costs on a patty and
party Scale B.
3
u1. The respondents are not entitled to costs for the drawin g of their main heads
of argument in this application.
JUDGMENT
WesselsAJ
Introduction
[l] The applicant brought this app lication in terms of the Promotion of Access
to Information Act 2 of 2000 ('PAIA') to review the decision of the first
respondent, second respond ent, and/or third respondent to disallow the appl icant
access to informat ion it reque sted from the third respondent as the Information
Officer of the JB Marks Local Municipa lity (' the Munic ipality') .
Condonatio n
[2] On 30 May 2024, Reddy J removed this application from the roll and
ordered time frames for the filing of answering and reply ing affidavits, as well as
for the deli very of heads of argument by both parties.
(3] The applicant brought a condonatio n application for the late filing of the
replying affidavit. Although the respondent s assailed the condonation app lication
in their heads of argument , they did not formally oppo se it. Despite the absence
of opposit ion to the condonation application, condonatio n remains an indulgence
and not a right. The onus still rests on the app licant to show that condonation
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should be granted. In Grootboom v National Prosecuting Authority and Another 1,
the Const itutiona l Court held that:
' ... the standard for considering an application for condonation is the interests or justice.
However, the concept "inte rests of justice" is so elastic that it is not capable of precise
definition. As the two cases demonstrate, it includes: the nature of the rcl icf sought: the extent
and cause of the delay; the effect of the delay on the administration ofjusticc and other litigants;
the reasonableness of the explanation for the de lay: the importance of the issue to be raised in
the intended appeal: and the prospects or success. It is crucial to reiterate that both Brummer
and Van Wyk emphasise that the ultimate determination of what is in the interests or justice
must reflect due regard to all the relevant factors but it is not necessarily limited to those
mentioned above . The particular circumstances of each case will determine which of these
factors arc relevant.·
[ 4] The part ies have not explai ned their non-compliance with Reddy J's order,
insofar as it concerns the late fil ing of their heads of argument. Non-compliance
with a court order, without condonat ion, normally results in the striking or
dismissal of a matter. The failure to comp ly with Reddy J's order does not, in my
opinion, warrant dismissal of the application.
[5] Heads of arg ument have been filed, albeit late, and the matter is ripe for
hearing. Beari ng in mind that the non-compliance with the order cannot be
attr ibuted to a single party, striking of the appl ication is a more appropriate
sanction. An impo1tant consideratio n i s that this matter is ripe for hearing and
striking it from the roll for non-compliance with the order of Reddy J would
burden the roll of this Court in the future. This will have a stifling effect on the
administrat ion of justice. It would furthermore militate against the interests of
administrat ion of justice. It would furthermore militate against the interests of
1 Grootboom v National Prosecuting Authority cmd A11other (CCT 08/ 13) [2013 j lACC 37: 2014 (2) SA 68 (CC); 2014 (I) BCLR 65 (CC); l20I4 I I BLLR 1 (CC): (20 14) 35 I LJ 12 1 (CC) (21 October 2013) para 22.
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justice if any party were allowed to recover costs for heads of argument filed out
of time without obtaining condonation therefor.
[6] I align myself with the authorities cited by Wepener J in Pangbourne
Properties Ltd v Pulse Moving CC and Another 2, albeit in a different context.
The authorities essentially drive home the point that the Court does not engage in
formalism in applying the rules, or, in the present context, in the late filing of
heads of argument contrary to a cou,t order. As with the rules, which are • not an
end in themselves to be observed for their own sake but provided to secure the
inexpensive and expeditious completion of litigation before the courts. Where one
or other of the parties has failed to comp~v ·with requirements of the rules or an
order made in terms thereof and prejudice has therehy been caused to the
opponent, it should be the Courts endeavour to remedy such pr~judice in a
manner appropriate to the circumstances. always bearing in mind the objects for
which the rules were designed. See in this regard the remarks of Schreiner JA in
Trans-African Insurance Co Ltd v 1\1aluleka 1956 (2) SA 273 (A) at 278F-G.'
[7] In the interest of the administration of justice, I am inclined to grant
condonation for the late filing of the replying affidavit and to allow the matter to
proceed on the head s of argument filed.
Facts
[8] The nature of the app licant' s business is the invest igation of municipal
accounts rendered to its clients and to resolve extant disput es between the clients
of the applicant and the municipalities that render municipal services to such
2 Pangbourne Properlies lid v Pulse Moving CC and Ano/her (2009/30282, 2009/37649) [20 I 0] ZAGPJHC 121;20 13 (3)SA 140(GSJ)(I9November2010)
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clients. In fulfilment of its mandate, it sought information from the third
responde nt in his capacity as the Information Officer of the Municipality.
[9] On 20 July 2023, the applicant made a written request for access to
information under PAIA regardin g some of the applicant's clients.
[ 1 0] The information was not provided by the third respondent, triggering the
provisions of s 27 of PAIA, as the failure to provide the information was treated
as a deemed refusal. The applicant lodged an inte1nal appeal against the deemed
refusa l to provide the information in terms of PAIA.
[11] The applicant brought this app lication to review the first respondent's
dismissal of an appeal relating to the applicant's request for information under
PAIA. It is apposite to mention that Johanne s Marthinus Venter ('Mr Venter'),
the deponent to the founding affidavit, is the sole director of the applicant. as he
is the protagonist in the factual matri x that led up to the issuing of this application.
To demonstrate the invol vement of Mr Venter in the application, the respondents
make the following allegation in the answer ing affidavit:
'4.3 The deponent has even traded previously under the guise of Munisipalc Taricfdicnstc
(Eiendoms) Beperk. To this end I annex hereto as anncxure • AAS ' a copy or correspondence
exchanged with Venter under the guise of this entity in 2019 relating to some of the same
account at issue herein.·
(12] In the replying affidavit, the applic ant rep lies to this allegation as follows:
• 11. The allegation that I previously traded under the guise or 'MunisipaJe Tarief
Dispuutdienste • is incorrect.
7
12. The applicant undcnvcnt a name change in 2021 as is evident from a company search
annexed hereto marked --RA 1 ·'.
13. Therefore there is only the applicant and not two separate entities." ( emphasis added)
[13] The applicant relies on a WinDced electronic company search report
generated on 22 October 2024 ('the company repo1t') attached to the replying
affidavit. The company report supports the allegation contained in the replying
affidavit that the compa ny's name was changed. As far as can be ascertained
from the company report, the name was changed from 'Munisipale Tarie.f
Dispuutdienste' to 'Munisipale Tarie.fdienste' on 09 April 2022.
[14] The company repo1t, which the applicant relies on as proof of its
registration, indicates the applicant's current status as 'Annual return final
deregistration'. When the applica nt was deregistered is not clear. The
inescapable conclusion is that, at the time the company report was generated on
22 October 2024, the applicant had been deregistered.
[15] The effect of a compa ny's deregistration is that it ceases to exist as a legal
entity, with no legal personality or capacity to institute or defend legal
proceedings. A deregistered company is regarded as non-existent. In Miller and
Others v Nafcoc Investment Holding Company Ltd and Others3. the Supreme
Cou1t of Appeal ('SCA') in drawing a comparison between liquidation and
deregistration of a company, gave the following description of the effect of the
deregistration of a company:
3 }vliller a11d Others v Nqfi.:oc l11vestme111 flolding Company Ltd a11d Others (324/09) [20101 ZASCA 25; l20 I 01 4 All St\ 44 (SCA); 20 I 0 (6) St\ 390 (SCA) 2011 (4) SA I 02 (SC/\) (25 March 20 I 0) para 11. See also Newland.\· Surgical Clinic (Ply) Ltd v Peninsula Eye Clinic (Pty) Ltd (086/2014) [2015] ZASCA 25: 20 15 (4) SA 34 (SCA); [20151 2 All SA 322 (SCA) (20 March 2015).
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·Deregistration. on lhe other hand, puts an end to the existence of the company. Its corporate
personality ends in the same way that a natural person ceases to ~xist on death.
[16] All actions allegedly undertaken on behalf of the deregistered company are
therefore null and void and have no legal effect. Its prope1ty transfers
automatica lly, without any form of delivery, into the ownership of the State as
bona vacantia.-1
[ 17] If a company is restored under s 82( 4) of the Companies Act5 the company
is deemed to have continued in existence as if it had not been deregistered 6.
However, until restoration occurs, any litigation is a nullity.
[ 18] The applicant's counsel was under standably unable to provide any clarity
on the issue of the applicant's deregistered status other than the facts contained in
the papers. The only evidence before me, consisting of the applicant's version
supported by an electronic company search report, indicat es that the applicant
had been de-registered. I cannot venture beyond the applicant's version as
conveyed in the replying affidavit. In Swissborough Diamond Mines (Pty) Ltd
and Others v Government of the Republic of South Africa and Others7, the cou1t
dealt with the purpose of a founding affidavit in motion proceeding as follows:
'It is trite law that in motion proceedi ngs the affidavits serve not only to place evidence before
the Court but also to define the issues between the parties. In so doing the issues between the
parties are identified. This is not only for the benefit of the Court but also. and primarily, for
the parties. The parties must know the case that must be met and in respect of which they must
adduce evidence in the affidavits. In Harl v Pinetown Drive-Inn Cinema (Pty) lid 1972 (l) SA
4 Ne11·lands Surgical Clinic (Ply) Ltd, . Pe11i11wla Eye Clinic rPtyJ Ltd (08612014) [2015) LASCA 25: 2015 (4) SA 34 (SCA): [201 S] 2 All SA 322 (SCA)(20 March 20 I 5) para 15. 5 Companies Act 71 of 2008.
6 See in general Newland,; Ibid, fn2.
6 See in general Newland,; Ibid, fn2.
1 Swissboro11gh Dia111011d Mines (PLJ1 lid and Olhers ,, Govemme11/ qfthe Re1wblic o(South Africa 011d Others 1999 (2) SA 279 (T) at 323 E-1.
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464 (D) it was stated at 469C-E that 'where proceedings are brought by way of appl ication,
the petition is not the equ ivalent of the declaration in proceedings by way of action. What might
be suffic ient in a declaration to foil an exception, would not necessarily, in a petition, be
sufficient to resist an objection that a case has not been adequately made out. The petition takes
the place not only of the declaration but also of the essential evidence wh ich would be led at a
trial and ifthere are absent from the petition such facts as would be necessar y for determination
of the issue in the petitioner's favour, an objection that it docs not support the relief claimed is
sound .'
[19] The court in Swissborough gave the salutary warning that the more
complex the dispute between the parties, the greater precision that is required in
the formulation of the issues8. The cow1 app lied this principle to both answering
and replying affidavits 9. It would be remiss of me not to point out that the
applicant had a substantial period to rectify its status.
[20] On the evidence before me, I conclude that the applicant's deregistered
status render s the application a nullity. For this reason, the application should be
dismissed.
Costs
[21] Central to dismissing this application for the want of the applicant's
existence would be the recovery of the respondents' costs, given that the applicant
is a deregistered company.
[22] The respondents allege in the answering affidavit that Mr Venter had been
engagi ng with and litigating against the Municipality in various guises. During
the proceedings, the question of Mr Venter's personal liability in the case of an
8 Swissborough, ibid at 324 C-D.
9 Swissborough, ibid at 324 B-C.
adve rse cost order against the applicant formed part of the engagement with both
pa11ies' counsel. In light of these engagements, I permitted both parties to submit
suppleme ntary heads of argument on the issue of piercing the corporate veil.
[23] The applicant has corroborated that Mr Venter had been litigating against
the Municipal ity in various forms. Both the applicants and the respondent
attached to their papers numerous examples of applications and actions initiated
against the Municipa lity by Mr Venter and/or entities in which he serves as the
sole director. Apart from litigating against the Municipality in his personal name,
Mr Venter is the sole director of Johan M Venter Inc and the applicant.
[24] In the current application, two of the applicant's clients, Forum SA Trading
129 and Top Speed Marketing (Edms) Bpk, originally provided Johan M Venter
Ing with a mandate to investigate and to claim all fees, levies, credits, or any other
deb it unlawfully levied by the municipality.
[25] Johan M Venter Ing, in turn, ceded this mandate to the applicant, who
accepted the cession. What troubles this Court is that, in the course of the cession
of the mandates, Mr Venter represented Johan M Venter Ing (as its sole director)
as the cedent and also the applicant (as its sole director) as the cessiona1y. Even
more intriguing is that the papers contain no consent from Johan M Venter lnc's
clients to cede their mandates to the applicant, which might render these cessions
void, but l need not further dwell on this issue.
[26] What the applicant does not explain in the replying affidavit is why the
applicant is cited in this app lication as ·Tariefdienste (Pty) Ltd'. In contrast, the
company search indicates in its hist01y section that the app licant's name was
changed from ·Munisipale Tarief Dispuutdienste • to its current name,
'Munisipale Tariefdienste '.
I I
[27] Lastly, an even more perplexing situat ion arises from the discrepancy in
the applicant's registra tion numbers in the application . In the founding affidav it,
the applicant's registration number is 2018/ I I 1050/07, while the electronic
company search report lists it as 2017/411250/07.
[28] All the aforementioned concerns remam unexplained. The applicant
attempted to re-argue the issue in its supplementary heads of argument, which in
itself was unwarranted as it was not the reason for this Court's request for further
head s of argument. Despite the argument advanced by the applicant's counsel in
the supplementary head s of argument, the explanation of the appl icant, especially
in light of the serious consequences of the deregistered status of the applicant,
was an essential requirement of the applican t. This principle has been enunciated
in Swissborough, as is evident from the following passage from this judgment 10.
' Regard being had to the function of affidavits, it is not open to an applicant or a respondent
to merely annexe to its affidavit documentation and to request the Court to have regard
to it. What is required is the identification of the portions thereof on which reliance is
placed and an indication of the case which is sought to be made out on the strength
thereof. If this were not so the essence of our established practice would be destroyed. A party
would not know what case must be met.· (emphasis added)
[29] The basic tenet of piercing the corporate veil is that the company's separate
legal personality is disregarded and its conduct and liabilities are attributed to the
controlling individual.
[30] Mr Venter has utilised various entities and gu ises to conduct litigation
aga inst the Municipality , often interchangea bly. The use of a deregistered entity
to pursue a review applicat ion, coupled with the unexplained discrepanc ies in
JO Swissborough at 324 F-H
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registration number s and the questionable cession of mandates, points to an abuse
of the corporate personality.
[31] In terms of s 20(9) of the Companies Act 71 of 2008, if a court finds that
the incorporation of a company or any act by it constitutes an unconscionable
abuse of the jurist ic personality, the court may declar e that the company is to be
deemed not to be a juri stic person in respect of personal liability.
[32] Consequently, the applicant's lack of legal existence at the time of these
proceedings renders the application a nullity. Furthermore, Mr Venter's conduct
warrants an order that he be held personally liable for the costs of this appl ication.
Order
[33] Resultantly, the following order is made:
1. The application is dismissed.
11. Johannes Mart hinus Venter is declared to be personally liable for the costs
of this applicant and is ordered to pay the respondents' costs on a patty and
party Scale B.
111. The respondents are not entitled to costs for the drawing of their main heads
of argument in this appl ication.
MWESSELS
ACTlNG JUDGE OF THE HIGH COURT
NORTH WEST DIVISION, MAHIKENG
Appearances
For the applicant
Instructed by
For the respond ents
Instructed by
Adv C Wesse ls
W J Coetzer Attorneys
Lichtenburg
c/o Labuschagne Attorneys
Mah ikeng
Adv J van Rooyen
Tlou Attorne ys
Mahikeng
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