Agreements
Corporate & Companies
Shareholder, share-sale, subscription and restructuring agreements for South African companies and close corporations.
Memorandum of Incorporation (MOI)
A company’s constitution under the Companies Act 71 of 2008 — what the MOI is, why it binds, and where a bespoke MOI beats the default form.
Read guideSale of Shares Agreement
Buying the company, not just its assets — and the warranties, conditions precedent, securities transfer tax and section 51 register entry that make the deal safe and complete.
Read guideShare Subscription Agreement
The contract that puts new capital into a company — and the Companies Act formalities (board issue, pre-emption, special resolution) that make the share issue valid.
Read guideShare Buyback (Repurchase) Agreement
How a company lawfully buys back its own shares under the Companies Act — the solvency and liquidity test, and the special resolution that almost every repurchase now needs after the 2024 amendments.
Read guidePut & Call Option Agreement (Shares)
What a Put & Call Option Agreement (Shares) is and what it must contain under South African law.
Read guideConvertible Loan & SAFE Agreement
The fast, founder-friendly way South African startups raise a seed round — and the Companies Act share-issue rules that decide whether the conversion is actually valid.
Read guideEmployee Share Scheme (ESOP)
The contract framework that lets you give staff real equity — with the Companies Act exemption (s 95/97) and the section 8C tax rules that decide what they actually take home.
Read guideSale of Assets Agreement
What a Sale of Assets Agreement is and what it must contain under South African law.
Read guideBuy-and-Sell Agreement
What a Buy-and-Sell Agreement is and what it must contain under South African law.
Read guideJoint Venture Agreement
Incorporated (a JV company) or unincorporated (contractual) — the choice decides liability, governance and whether you need competition approval.
Read guideDirectors' & Shareholders' Resolutions
How South African companies make valid decisions — board vs shareholders, ordinary vs special, in a meeting or in writing — under the Companies Act 71 of 2008.
Read guideCession of Loan Account / Claims
How a shareholder or company loan-account claim is transferred under South African law — usually alongside the shares in a sale of shares — and why the buyer should never forget the loan account.
Read guideClose Corporation Association Agreement
The internal rulebook for a CC under section 44 of the Close Corporations Act 69 of 1984 — what it is, why it binds the members, and where it varies the Act’s defaults.
Read guideSale of Member's Interest (CC)
What a Sale of Member's Interest (CC) is and what it must contain under South African law.
Read guideFounder Vesting Agreement
Founder reverse-vesting and good-/bad-leaver terms that earn shares over time — drafted around the Companies Act buy-back rules and built to actually hold.
Read guideGo deeper
We have dedicated, in-depth guides for this area:
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Why you can trust this: Martin Kotze has been an admitted Attorney of the High Court of South Africa, registered Conveyancer, and Notary Public since 2014, practising from Pretoria. The firm is regulated by the Legal Practice Council under firm registration 17444.
This guide is general information, not legal advice for your specific matter.