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SAFLII Note: Certain personal/private details of parties or witnesses have been redacted
from this document in compliance with the law and SAFLII Policy
IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
Case no.: CT02624ADJ2026
In the matter between:
MDUDUZI MABASA Applicant
and
STEPHENS MABASA First Respondent
COMPANIES AND INTELLECTUAL PROPERTY
COMMISSION
Second Respondent
Presiding member:
Date of decision:
Richard Bradstreet
5 May 2026
DECISION (Reasons and Order)
1. This is an application brought before the Companies Tribunal in terms of section
71(8) of the Companies Act 71 of 2008 (“ the Act”), in which the Applicant, Mr
Treversent Mduduzi Mabasa, seeks the removal of Mr Stephens Mnyameni
Mabasa as a director of Nurturing Transformation (Pty) Ltd (registration number
2015/054138/07) (“the Company”).
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2. The application is made on Form CTR142 dated 2 March 2026 , completed by
hand, and supported by a hand-written affidavit deposed to before a
commissioner of oaths at Pretoria Central on the same date. A subsequent
Form CTR145 was filed on 13 April 2026. Attached to the papers are an
Amended Registration Certificate issued by the Companies and Intellectual
Property Commission (“CIPC”) on 27 November 2024, a copy of the Applicant’s
identity card, a memorandum from the Adelaide Tambo Clinic dated 23 July
2025, a SARS Statement of Account for administrative penalties, and a SARS
Final Demand letter dated 22 January 2026.
3. The Tribunal must determine whether the Applicant has made out a case for the
removal of the First Respondent on the grounds set out in section 71(3) of the
Act. No hearing was held; the matter falls to be decided on the papers, and by
default, the First Respondent not having filed any opposing papers.
BACKGROUND
4. The Company is a private company that was originally incorporated on 19
February 2015 under the name Last Option Business Enterprise Services (Pty)
Ltd. Its name was changed to Nurturing Transformation (Pty) Ltd with effect
from 27 November 2024. Its registered and postal address is 2[ … ] M[…] X3,
Mamelodi East, Pretoria, 0122 – the same address recorded as the Applicant’s
residential address.
5. It is clear from the papers that the Company has only two directors, namely the
Applicant and the First Respondent. This is borne out by the Amended
Registration Certificate at, which records the following:
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5.1. Mr Treversent Mduduzi Mabasa was appointed a director on 19 February
2015 – i.e. on the date the Company was incorporated; and
5.2. Mr Stephens Mnyameni Mabasa was appointed a director on 7 October
2024 – some nine and a half years after the Company was first
incorporated.
6. This chronology of events is of relevance for present purposes. The Disclosure
Certificate dated 1 December 2022 confirms that, prior to the First Respondent’s
appointment in October 2024, the Applicant was the sole active director of what
was then still Last Option Business Enterprise Services (Pty) Ltd.
7. The substantive complaint against the First Respondent, as set out in the
CTR142 is that he is “not compliant with the company policy as a director to pay
the amounts of the company depts as it is due at SARS” (sic). On the affidavit
filed therewith: “not compliant with the company policy of filing amount that is
due from SARS” (sic). The handwriting is not always clear, but similarly, on the
affidavit accompanying the CTR145 for default judgment , the ground for
removal is described as being “due to polic y of filing unual -returns of the
company from SARS” (sic).
8. The relief sought in the Form CTR145 is described as deregistering a non-
compliant director in terms of section 180 to 184 “Act 7 Part D”. The Applicant
says he served the First Respondent with the application on 27 February 2026
– a few days before filing the Form CTR 142 on 2 March 2026. No proof of
service is on the file, no statement of reasons of the kind required by section
71(4)(a) was prepared, and it may seem that no opportunity was afforded to the
First Respondent to make a presentation prior to the filing of this application.
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The First Respondent has not filed an answer; nor, however, is there anything
on the papers to indicate that he was given proper notice in terms which would
have permitted him to do so.
9. It bears emphasis that the relief sought – although described in the Form CTR
145 as “deregistering” a director – is, properly understood, the removal of a
director from office. The Applicant’s reference to “section 180 to 184 Act 7 Part
D” is, with respect, not the appropriate statutory basis for the relief sought; the
correct basis is section 71(8) of the Act, read with section 71(3). In the interests
of substance over form, and given the lay nature of the application, I have
approached the matter as if it were properly framed.
LEGAL FRAMEWORK
10. Section 71(1) of the Act provides that a director of a company may be removed
by an ordinary resolution of the shareholders. Section 71(3), in turn, permits
the board of directors to remove a director where it is alleged that the director
has – (a) become ineligible or disqualified in terms of section 69, other than on
the grounds contemplated in section 69(8)( a); (b) become incapacitated to the
extent that the director is unable to perform the functions of a director, and is
unlikely to regain that capaci ty within a reasonable time; or (c) neglected, or
been derelict in the performance of, the functions of director.
11. Section 71(3) only applies where the company has more than two directors.
Where, as here, the Company has fewer than three directors, section 71(8)( b)
provides that any director or shareholder may apply to the Tribunal to make the
determination contemplated in section 71(3) – with section 71(4), (5) and (6)
applying, with the changes required by the context, to that determination. The
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Tribunal’s power to remove a director under section 71(8) is therefore equivalent
in scope to that of the board under section 71(3); the grounds available are the
same, and the procedural protections must equally be observed.
12. Of particular relevance for present purposes is section 71(4), which requires
that, before a resolution to remove a director may be considered, the director
concerned must be given – (a) notice of the meeting, including a copy of the
proposed resolution and a statement setting out reasons for the resolution, with
sufficient specificity to reasonably permit the director to prepare and present a
response; and (b) a reasonable opportunity to make a presentation, in person
or through a representative, to the meeting before the resolution is put to a vote.
13. In Pretorius and Another v PB Meat (Pty) Ltd and Another (1057/2013) [2017]
ZAWCHC 104 (14 June 2017) at para 10, the court held that the phrase
“sufficient specificity” means “sufficiently detailed reasons to mount a response”
to the case for proposed removal. The same procedural protections apply,
mutatis mutandis , where the determination is made by the Tribunal under
section 71(8) (see also Steenkamp and Another v Central Energy Fund Soc Ltd
and Others 2018 (1) SA 311 (WCC)).
14. On the merits, t he Applicant bears the onus of establishing, on a balance of
probabilities, that the First Respondent has neglected, or been derelict in the
performance of, his duties as a director, in the sense contemplated by section
71(3)(b). T his onus is not discharged by the bare assertion that returns or
amounts due to SARS have not been filed or paid; the Applicant must place
evidence before the Tribunal which connects the alleged dereliction to the
conduct of the First Respondent in his capacity as director, and which is of such
a character as to justify the serious step of removal.
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DISCUSSION / ANALYSIS
Procedural concerns
15. Before turning to the substance of the allegations, two procedural concerns
arise from the application papers themselves which must be addressed.
16. The first is the question of notice and an opportunity to be heard. As set out
above, section 71(4) (as it applies to a Tribunal determination by virtue of
section 71(8)( c)) requires that, before the Tribunal may consider whether to
remove the First Respondent, the First Respondent must be furnished with
notice of the application, a copy of the proposed resolution or order sought, and
“a statement setting out reasons for the resolution, with sufficient specificity to
reasonably permit the director to prepare and present a response”.
17. The Applicant’s affidavit records that he “had managed to serve [the First
Respondent] with the forms on the date of [27 February 2026] for director
deregistration due to non-compliance with the Company policies”. No return of
service or other corroborating proof is annexed. More fundamentally, even
taking that statement at face value, what was served was the application form
itself. It is doubtful whether the application papers, as they stand, satisfy the
“sufficient specificity” requirement: the reasons given are no more than the
assertion that the First Respondent is “not compliant with the company policy”
in respect of unspecified “unual returns” and unspecified “amounts due” to
SARS. The First Respondent is not told which returns, for which periods, on
what dates were due, or what conduct on his part is alleged to have caused or
contributed to the alleged non-compliance.
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18. The second procedural concern is the absence of any indication that the First
Respondent was given a reasonable opportunity to make a presentation before
the Tribunal’s determination, as section 71(4)( b) requires. The application
proceeds straight from purported service to a request for a determination on the
papers. In an application of this gravity – the removal of a director from office
is a serious matter, with potentially significant personal and financial
consequences for the director concerned – the procedural protections in section
71(4) are not optional formalities; they go to the fairness of the process.
19. Either of these procedural shortcomings would, on its own, ordinarily warrant
the postponement or dismissal of an application of this kind. As will be clear
from what follows below, however, even if the procedural defects were cured,
the application could not succeed on its merits.
The substantive complaint
20. The complaint against the First Respondent, distilled from the Forms CTR 142
and CTR 145 and the supporting affidavits, is twofold: (a) that the First
Respondent has not complied with “the Company police of filing unual returns”
from SARS; and (b) that the First Respondent has not paid “the amounts of the
Company depts as it is due also SARS”.
21. The only documentary evidence which speaks at all to these allegations is a
SARS Statement of Account for administrative penalties dated 2 March 2026
and a SARS Final Demand letter dated 22 January 2026. These documents
must be considered with care.
22. The Statement of Account sets out the transactional history of administrative
penalties imposed in respect of “Outstanding ITS Returns” for the 2019 and
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2020 tax years. The earliest entries are dated 3 June 2021 (recording “ITS
Outstanding Returns 2019” and “ITS Outstanding Returns 2020” in the amount
of R250 each). Recurring monthly penalties of R250 per outstanding return
then accrue from 30 June 2021 through to 30 November 2022, adding up to a
balance of R9 500. Two reversals of R250 each are reflected on 29 September
2023, reducing the balance to R9 000. The closing balance reflected at the top
of page 8 is R500. The Final Demand at page 9 confirms that the “overdue
amount” as at 22 January 2026 is R500.
23. There are two things worth noting about this evidence:
23.1. First, the entirety of the conduct underlying the SARS penalties – the
failure to file the 2019 and 2020 ITS Returns – occurred well before the
First Respondent’s appointment as a director on 7 October 2024.
Indeed, the last recurring penalty entry is dat ed 30 November 2022,
almost two years before the First Respondent became a director of the
Company. During the entire period in respect of which SARS imposed
the penalties now relied upon, the Applicant was the sole active director
of the Company. It is thus impossible for the First Respondent to have
caused, or even contributed to, the non- filing of the returns which gave
rise to the impugned SARS liability.
23.2. Second, the outstanding amount currently said to be owing to SARS is
R500. That figure is plainly disproportionate to the relief now sought –
namely the removal of a director from office. Even if a small
administrative penalty of this nature could ever found removal under
section 71(3)(b), it could surely not be in respect of a penalty that accrued
before the impugned director was even appointed.
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24. There is no other documentary evidence on the file. No annual returns are
produced; no notices of non- compliance are produced; no minutes of board
meetings, no correspondence between the directors, no banking records, no
resolutions, and no description of any specific request that the First Respondent
has refused or failed to act upon. The Applicant does not say what he himself
has done in his capacity as a director (and as the longer -serving of the two) to
bring the Company’s SARS affairs in order, nor what assistance he has sought
from the First Respondent and on what occasions. There is no allegation, much
less evidence, of any meeting at which the First Respondent has refused to
engage, any document he has refused to sign, or any decision he has refus ed
to take.
25. Although the Applicant alleges that the First Respondent is “not Compliant”, he
produces no evidence of any specific act or omission on the part of the First
Respondent, in his capacity as a director, which could be characterised as
neglect or dereliction within the meaning of section 71(3)(b) of the Act.
26. For all the reasons set out above, on a conspectus of the papers, the Applicant
has not made out a case for the removal of the First Respondent in terms of
section 71(8) read with section 71(3) of the Act.
27. Nothing in this decision, however, precludes the Applicant from bringing a fresh
application, properly supported, should there be evidence of conduct on the part
of the First Respondent that meets the requirements of section 71(3)( b).
Equally, the parties may wish to consider whether the underlying difficulties
between them are better addressed through proper governance processes than
through litigation of this kind.
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ORDER
28. Accordingly, it is ordered that:
(a) The application for the removal of Mr Stephens Mnyameni Mabasa as a
director of Nurturing Transformation (Pty) Ltd (registration number
2015/054138/07) is dismissed.
(b) There is no order as to costs.
__________________________
Richard Bradstreet
Member of the Companies Tribunal
5 May 2026