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2026
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[2026] ZAGPPHC 252
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Mkhize v Hart and Others (2025-210389) [2026] ZAGPPHC 252 (23 March 2026)
IN
THE HIGH COURT OF SOUTH AFRICA
GAUTENG DIVISION,
PRETORIA
CASE
NO: 2025 - 210389
(1)
REPORTABLE: NO
(2)
OF INTEREST TO OTHER JUDGES: NO
(3)
REVISED.
DATE 23/03/2026
SIGNATURE
In
the matter between:
MKHIZE,
HLENGIWE HOPE KHETHIWE
Applicant
and
HART,
SINDISWA
First
Respondent
SINDISWA
HART N. O.
Second
Respondent
(IN
HER CAPACITY AS EXECUTRIX OF THE LATE
ESTATE
CALEB SIBUSISO HART)
CHART
SOLUTIONS (PTY) LTD
Third
Respondent
COMPANIES
AND INTELLECTUAL
Fourth
Respondent
PROPERTY
COMMISSION (CIPC)
JUDGMENT
MBONGWE
J:
Introduction
[1]
This is an urgent application brought in terms of Rule 6(12)(c) of
the Uniform Rules of Court for reconsideration
of orders granted in
an earlier urgent application.
[2] The
urgency arises from the fact that a contempt of court application
against the first respondent is set down
for hearing in the coming
week, premised upon the impugned orders.
Background
[3] The
deceased, sole director of the second respondent company, passed away
in July 2025. His wife, the first respondent,
was appointed executrix
of his estate and also became a director of the company.
[4] At a
family meeting attended by the first respondent, the company’s
accountant, and three women who had minor
children with the deceased,
it was agreed that one of the latter be appointed as co-director. The
accountant registered her appointment
with the CIPC.
[5] The
newly appointed co-director failed to provide her written acceptance
of appointment and a signed letter of
appointment as required by
section 66(7) of the Companies Act.¹
[6]
Relations between the co-directors soured. Attorneys acting for the
newly appointed co-director demanded accountability
from the first
respondent. Attorneys for the first respondent replied that their
mandate was limited to the administration of the
estate.
[7]
Concerned about his professional reputation, the accountant
subsequently removed the newly appointed co-director
from the CIPC
records, recording her as “resigned.”
The
Initial Urgent Application
[8] The
removed co-director launched an urgent application seeking, inter
alia, that the first respondent not be remunerated
for her services
to the company.
[9] The
application was opposed by both respondents, who raised two grounds:
a) The
applicant was not validly appointed as a director and had been
removed;
b)
Consequently, she lacked locus standi to bring the application.²
[10] The presiding judge
nevertheless ordered that the first respondent not be remunerated,
allowed the applicant to amend her papers,
and reinstated her as
co-director, holding that she had not been properly removed.
The
Reconsideration Application
[11] The present
application seeks reconsideration of those orders.
[12] Counsel for the
applicant (removed co-director) argued that her removal was unlawful,
as section 71 of the Companies Act prescribes
the procedure for the
removal of directors.³
[13] Counsel for the
respondents countered that the applicant’s appointment was void
ab initio, as she had not complied with
section 66(7) requiring
written consent to serve as a director. Consequently, section 71 was
inapplicable.
[14] The respondents
further argued that the first respondent was entitled to remuneration
for services rendered as managing director
of the company.
Issues
[15] The issues for
determination are:
a)
Whether the applicant was validly appointed as a director;
b)
Whether her removal was lawful;
c)
Whether she had locus standi to bring the initial urgent application;
d)
Whether the order depriving the first respondent of remuneration was
competent.
Analysis
Appointment
[16] Section 66(7) of the
Companies Act requires written consent to serve as a director. The
applicant failed to provide such consent.
Her appointment was
therefore incomplete and void ab initio.
[1]
Removal
[17] Since the applicant
was never validly appointed, section 71 governing removal of
directors does not apply.
[2]
Locus
Standi
[18] The applicant, not
being a validly appointed director, lacked locus standi to bring the
urgent application.
[3]
The
presiding judge erred in reinstating her and in disregarding the
respondents’ locus standi objection.
Remuneration
[19] The first
respondent, as managing director, was entitled to remuneration for
services rendered. The order depriving her of
remuneration was not
supported by law or fact.
Conclusion
[20] The orders granted
in the earlier urgent application were erroneously made. The
applicant was not validly appointed as a director,
lacked
locus
standi
, and her reinstatement was incompetent.
[21] The order depriving
the first respondent of remuneration was similarly erroneous.
Order
[22] The following order
is made:
1.
The application for reconsideration succeeds.
2.
The orders granted in the urgent application under case number
2025-210389 are set aside.
3.
It is declared that the applicant was not validly appointed as a
director of the second respondent company.
4.
It is declared that the applicant lacked
locus standi
to bring
the urgent application.
5.
The first respondent is entitled to remuneration for services
rendered as managing director of the company.
6.
The contempt of court application set down against the first
respondent is rendered moot by this order.
7.
Costs are awarded to the first and second respondents, including
costs of two counsel where so employed.
JUDGE
MPN MBONGWE
JUDGE
OF THE HIGH COURT
GAUTENG
DIVISION
PRETORIA
APPEARANCES:
For the Applicant:
Adv Jacobs
Instructed by:
Grobbelaar
Incorporated Attorneys
For the 1
st
& 3
rd
Respondent:
Adv Tshabalala
Instructed by:
Maroane Attorneys
For the 2
nd
Respondent:
Adv Kabinde
Instructed
by:
Dudula
Attorneys
Date
of Hearing:
09
December 2025
Date
of Judgment:
23
March 2026
THIS
JUDGMENT HAS BEEN ELECTRONICALLY TRANSMITTED TO THE PARTIES’
LEGAL REPRESENTATIVES AND UPLOADED ONTO CASELINES ON 23
MARCH 2026
[1]
CDH Invest NV v Petrotank South Africa (Pty) Ltd & Others
(483/2018)
[2019] ZASCA 53
(SCA) – confirming strict
compliance with statutory formalities under the Companies Act.
[2]
Jones and Others v Delport and Others (2023/082594, Gauteng High
Court, 28 August 2024); Sharp and Another v Buthelezi and Others
(2024/088147, Gauteng High Court, 18 September 2024) – removal
of directors must comply strictly with section 71 procedures.
[3]
Dr Waa Gouws (Johannesburg) (Pty) Ltd v HR Computek (Pty) Ltd &
Others (909/2023)
[2025] ZASCA 103
(SCA); Organisation Undoing Tax
Abuse NPC v Myeni & Another (15996/2017) [2019] ZAGPPHC 957 (GP)
– locus standi requires
a valid legal interest.