Selling or buying a business is one of the most significant commercial transactions most entrepreneurs will ever undertake. Done correctly, it transfers value cleanly, protects both parties, and sets the new owner up for success. Done incorrectly, it exposes sellers to years of warranty claims, saddled buyers with hidden liabilities, and leaves employees in legal limbo — all of which are preventable with the right legal framework from the outset.
South African business sale law sits at the intersection of several legislative regimes: the Companies Act 71 of 2008 governs share sales and board approvals; the Labour Relations Act 66 of 1995 (particularly section 197) mandates the automatic transfer of employment contracts; the Competition Act 89 of 1998 requires merger notification above prescribed thresholds; the Income Tax Act 58 of 1962 and Value-Added Tax Act 89 of 1991 determine the tax consequences of how the deal is structured; and the common law of contract underpins every warranty, indemnity, and condition precedent.
This guide provides a comprehensive, legally precise walkthrough of the entire business sale process in South Africa — from the initial choice of deal structure through due diligence, the sale agreement, employee rights, competition law, and tax. Whether you are a seller preparing your business for exit or a buyer conducting due diligence, this is the definitive resource.
What is a Business Sale?
A business sale is the transfer of ownership of a commercial enterprise from a seller to a buyer in exchange for consideration — typically cash, deferred payments, or a combination of both. In South African law, business sales take two fundamentally different legal forms: the share sale (also called an equity sale) and the asset sale (often structured as a sale of a business as a going concern).
The choice between a share sale and an asset sale is the most consequential structural decision in any business acquisition. It determines who assumes the existing liabilities of the business, how employees are treated, what contracts must be novated, what taxes arise, and how the purchase price is calculated and allocated. Getting this decision right — at the term sheet stage, before significant due diligence costs are incurred — is one of the most important contributions a corporate attorney makes to any transaction.
What is a Going Concern?
Both South African tax law and labour law place great importance on whether a business is sold "as a going concern." A going concern is a business that is transferred as a functional, operating enterprise — with its assets, liabilities, employees, contracts, and goodwill — rather than as a collection of disconnected assets.
The going concern concept triggers two critical legal consequences: section 197 of the LRA applies (employees transfer automatically), and the VAT going concern exemption may apply (zero-rating the sale for VAT purposes, rather than triggering output VAT at 15%). Both the seller and buyer must agree in writing that the business is sold as a going concern for the VAT exemption to apply.
In Plain Terms
Think of a share sale as buying the box (the company) along with everything inside it — including things you cannot see. An asset sale is buying selected contents from the box while leaving the box itself (and anything undesirable) with the seller. Both approaches transfer the business, but the legal consequences for liability, tax, and employees are significantly different.
Structuring the Deal
Before due diligence begins and long before a sale agreement is drafted, the parties need to agree on the commercial framework for the transaction. This is typically done through a letter of intent (LOI) or term sheet — a non-binding document (with certain binding carve-outs) that sets out the key commercial terms so that both parties know they are broadly aligned before incurring significant legal and advisory costs.
Letter of Intent / Term Sheet
The LOI captures the proposed deal structure (share or asset), the indicative purchase price and payment mechanism, the key conditions precedent (such as due diligence completion or regulatory approval), and the proposed timeline. While the LOI is typically non-binding on the commercial terms, certain provisions — confidentiality, exclusivity, and break fees — are drafted as binding obligations. A well-drafted LOI prevents misaligned expectations from derailing negotiations later.
Exclusivity Period
Buyers routinely require an exclusivity period — a window (typically 30 to 90 days) during which the seller agrees not to negotiate with other potential buyers. Exclusivity is the price the buyer pays the seller for the privilege of conducting due diligence, knowing the seller will not simultaneously auction the business to competitors. From the seller's perspective, exclusivity locks them out of a competitive process — so the period should be as short as practicable and the buyer's obligations to progress the deal should be clearly defined.
Conditions Precedent
Conditions precedent (CPs) are events that must occur before the transaction can proceed to closing. Common CPs include: satisfactory completion of due diligence; approval by the boards and shareholders of both parties (where required); Competition Commission approval (if thresholds are met); third-party consents under material contracts; and regulatory approvals specific to the industry. CPs must be carefully drafted — an overly broad CP (such as "satisfactory due diligence" without objective criteria) can be used as a mechanism to walk away from a deal without justification.
Due Diligence
Due diligence is the buyer's systematic investigation of the target business before committing to the purchase. It is not merely a legal formality — it is the process through which the buyer verifies the seller's representations, identifies risks that will inform the warranty and indemnity negotiations, and confirms that the purchase price reflects the true value of what is being acquired.
Financial Due Diligence
- Audited annual financial statements (3–5 years)
- Management accounts and monthly financials
- Debtors book — aging, bad debts, concentration risk
- Creditors and outstanding liabilities
- Cash flow and working capital position
- Off-balance-sheet liabilities and contingent claims
Legal Due Diligence
- Material contracts — terms, termination rights, change of control
- Pending and threatened litigation and arbitrations
- Regulatory compliance and outstanding notices
- Title to assets — immovable property, vehicles, equipment
- Leases — commercial and equipment
- Corporate records — MOI, minutes, shareholder register
Tax Due Diligence
- SARS compliance — tax clearance and filing history
- Outstanding SARS assessments and disputes
- Deferred tax liabilities
- VAT returns and vendor registration status
- PAYE and SDL compliance
- Transfer pricing (if intra-group transactions exist)
HR & Employment Due Diligence
- Employment contracts and service agreements
- CCMA matters and labour disputes
- Pension fund and provident fund obligations
- Union agreements and recognition agreements
- Key man risk — dependency on specific employees
- Restraint of trade agreements with key employees
Intellectual Property Due Diligence
- Trademark registrations — local and international
- Patent applications and granted patents
- Software ownership and licensing agreements
- Domain names and online assets
- Copyright ownership and assignment agreements
- Trade secrets and confidentiality arrangements
Regulatory & Environmental Due Diligence
- Operating licences and permits
- Industry-specific regulatory compliance
- Environmental compliance and liability
- Competition law compliance history
- Black economic empowerment (BBBEE) status
- Municipal approvals and zoning compliance
The Sale of Business Agreement
The sale of business agreement (or share sale agreement in a share transaction) is the primary legal instrument that gives effect to the transaction. It is a complex, heavily negotiated document that allocates risk between buyer and seller, sets out the purchase price and payment mechanism, records the seller's representations and warranties, and governs the steps to closing.
Purchase Price and Valuation
The purchase price may be determined by a fixed price agreed upfront, a net asset value (NAV) calculation (where the final price is adjusted based on the actual NAV at a specified closing date), an EBITDA multiple (a multiple of the business's earnings before interest, tax, depreciation, and amortisation), or a combination. Price adjustment mechanisms must be precisely defined — including the reference accounts, the adjustment formula, the dispute resolution process for disagreements on the closing accounts, and time limits for raising adjustments.
Payment Terms
Payment of the purchase price can be structured in various ways. A cash payment at closing provides certainty for the seller but requires the buyer to have (or arrange) the full purchase price upfront. A deferred payment (with the balance paid in instalments over an agreed period) spreads the buyer's cash outflow but exposes the seller to credit risk. An earn-out arrangement links a portion of the purchase price to the future financial performance of the business — typically used where the parties disagree on the business's future earnings, or where the seller's ongoing involvement is critical to value. Earn-outs are commercially attractive but legally complex: the earn-out formula, the seller's obligations during the earn-out period, and the dispute resolution mechanism must all be meticulously drafted.
Conditions Precedent
Conditions precedent are events that must be satisfied or waived before the transaction proceeds to closing. Common CPs include completion of due diligence to the buyer's satisfaction (with objective criteria), shareholder approvals, Competition Commission approval, third-party consents, and regulatory licences. Each CP must specify which party is obliged to procure its fulfilment, by what date, and what happens if it is not satisfied — whether the agreement lapses, or whether the other party can waive the CP. A long-stop date (a backstop deadline after which either party may cancel if CPs remain outstanding) is standard.
Warranties and Indemnities
Warranties are contractual statements of fact made by the seller about the business being sold. If a warranty is false, the buyer has a claim for breach of contract. Indemnities are promises to reimburse the buyer for specific identified risks — typically known liabilities discovered during due diligence. The scope, duration (warranty period), financial cap, and basket (de minimis threshold) on warranty claims are intensely negotiated. See the Warranties and Indemnities section below for a detailed treatment.
Closing Mechanics
Closing (or completion) is the event at which the transaction is consummated — the purchase price is paid, the shares or assets are transferred, and the business changes hands. The sale agreement sets out a detailed closing checklist: board resolutions, share transfer forms (for a share sale), asset transfer documents, the payment mechanism (typically via attorney trust account), the handover of books and records, the resignation of outgoing directors, and the appointment of incoming directors. A simultaneous closing (sign and close on the same day) is preferred where possible to eliminate the risk of the deal falling apart between signing and closing.
Warranties and Indemnities
Warranties and indemnities are the primary risk allocation mechanism in any business sale. They shift the economic consequences of undisclosed or misrepresented liabilities from the buyer (who would otherwise bear them under the Roman-Dutch law principle of voetstoots) to the seller. In practice, the warranty and indemnity schedule is often the most heavily negotiated part of the entire transaction.
Seller's Warranties
Seller warranties typically cover the accuracy of the financial statements, the completeness of disclosures made during due diligence, the absence of material litigation, compliance with laws and regulations, title to assets, the status of material contracts, employee matters, tax compliance, and intellectual property ownership. A warranty is a contractual statement of fact — if it is untrue at closing, the buyer has a claim for the loss suffered.
Key protections for sellers: Sellers negotiate financial caps (limiting total warranty exposure to a percentage of the purchase price), time limits (warranties expire after an agreed period, typically 18 to 36 months for general warranties and 5 to 7 years for tax warranties), and baskets (the buyer must accumulate losses above a threshold before claiming). These limitations must be clearly drafted to be enforceable.
The Disclosure Letter
The seller qualifies the warranties by means of a disclosure letter — a document delivered at or before signing that discloses all matters that would otherwise constitute a warranty breach. A proper disclosure against a warranty prevents the buyer from claiming on that warranty in respect of the disclosed matter. The disclosure letter is therefore a critical document: sellers must disclose everything that could constitute a breach, and buyers must scrutinise every disclosure to understand exactly what risk they are accepting.
General disclosures (such as everything disclosed in the data room) and specific disclosures (against individual warranties) must both be carefully managed. Overly broad general disclosures that effectively gut the warranty protections are resisted by buyers in negotiation.
Warranty & Indemnity Insurance
Warranty and indemnity (W&I) insurance has become an increasingly common feature of larger South African M&A transactions. Under a buy-side W&I policy, the insurer pays the buyer's warranty claim directly, rather than the buyer having to pursue the seller. This allows sellers to achieve a clean exit (with no ongoing warranty liability) while providing buyers with credit risk-free warranty protection. W&I insurance typically costs 1% to 2% of the insured amount and is economically viable for transactions above approximately R100 million.
Note: W&I insurers conduct their own underwriting review of the due diligence. Known risks and matters specifically disclosed in the disclosure letter are generally excluded from coverage.
Indemnities
Unlike warranties (which require the buyer to prove a breach and quantify the resulting loss), an indemnity is a promise to pay a specified amount or to reimburse the buyer for a specifically identified liability, dollar-for-dollar, without the need to prove breach. Indemnities are typically used where due diligence has identified a specific known risk — a pending SARS dispute, potential environmental liability, or a CCMA matter — that the parties agree should be borne by the seller regardless of the outcome.
Tax indemnities are almost universal in South African transactions: the seller indemnifies the buyer for all tax liabilities arising from the period before closing, regardless of when those liabilities are assessed or quantified.
Employees and Section 197
The employment consequences of a business sale are governed by section 197 of the Labour Relations Act 66 of 1995 — one of the most frequently misunderstood provisions in South African commercial law. Both buyers and sellers must understand its implications before entering any business sale transaction.
The Automatic Transfer Rule
Section 197(2) provides that when a business is transferred as a going concern, all employment contracts transfer automatically to the new employer. The new employer steps into the shoes of the old employer in all respects — the employment relationship continues without interruption, on the same terms and conditions. The employees' continuity of service is preserved.
Critically, section 197(3) provides that a transfer does not interrupt the employees' continuity of employment and does not constitute a dismissal. Any attempt by the old employer to retrench employees "by reason of" the transfer — or any attempt by the new employer to refuse to employ them — constitutes an automatically unfair dismissal under section 187(1)(g) of the LRA, which carries a maximum compensation award of 24 months' remuneration.
Same Terms and Conditions
The new employer cannot unilaterally change the employees' terms and conditions of employment after the transfer. All existing terms — remuneration, leave entitlements, working hours, benefits, and contractual rights — must be preserved. Any changes to terms require the employees' consent and must be properly documented.
Consultation Obligations
Section 197(7) requires the old and new employer to jointly and severally disclose prescribed information to the employees' trade union (if applicable) or the employees themselves before the transfer. The information includes: the date and reasons for the transfer, the legal, economic, and social implications for employees, and the measures contemplated by the new employer in relation to the employees. Failure to consult is an unfair labour practice.
Post-Transfer Retrenchments
Nothing in section 197 prevents the new employer from retrenching employees after the transfer for genuine operational reasons — provided the full retrenchment process under section 189 of the LRA is followed (fair reason, fair procedure, meaningful consultation, consideration of alternatives). The new employer cannot use the transfer itself as the reason for retrenchment — that would be automatically unfair. But restructuring the business after the transition period, based on operational requirements, is permissible.
Due Diligence on Employment
Buyers must conduct thorough employment due diligence before closing. Undisclosed CCMA matters, union recognition agreements, pending wage disputes, non-compliant employment contracts, and outstanding pension fund contributions all transfer to the buyer under s197 and can represent significant financial exposure. The disclosure letter should address all known employment liabilities, and specific indemnities should be negotiated for identified risks.
Competition Law & Merger Control
South Africa has a mandatory pre-merger notification regime under the Competition Act 89 of 1998. If a proposed transaction meets the prescribed thresholds, the parties cannot implement the transaction until it has been approved by the Competition Commission (for intermediate mergers) or the Competition Tribunal (for large mergers). Implementing a notifiable merger without approval is a prohibited practice and can result in significant penalties and orders to unwind the transaction.
Intermediate Merger
Notification to the Competition Commission is required where:
- The target firm's annual turnover or asset value in South Africa is R190 million or more
- The combined annual turnover or asset value of the acquiring group and target in South Africa is R600 million or more
Timeline: The Commission has 20 business days (extendable to 40) to approve, conditionally approve, or prohibit an intermediate merger. In practice, most uncomplicated intermediate mergers are approved within 3 to 4 weeks.
Large Merger
Notification to the Competition Commission and subsequent Tribunal approval is required where:
- The target firm's annual turnover or asset value in South Africa is R190 million or more
- The combined annual turnover or asset value of the acquiring group and target in South Africa is R6.6 billion or more
Timeline: The Commission has 40 business days to investigate and refer or approve. If referred to the Tribunal, an additional hearing process follows. Large mergers can take 3 to 6 months to clear.
Substantive Merger Assessment
The Commission assesses whether the merger is likely to substantially prevent or lessen competition in any market. It also considers public interest factors — particularly the effect on employment, the ability of historically disadvantaged persons to participate in the economy, and the international competitiveness of South African industry. Even a merger that is competitively neutral may be conditioned on employment commitments or other public interest remedies.
Prohibited mergers — those that substantially prevent or lessen competition and cannot be justified by technological efficiency or other pro-competitive gains — must be unwound. The Commission may also impose behavioural and structural remedies (such as divestiture of overlapping assets or market access commitments) as conditions for approval.
Restraint of Trade
A restraint of trade is an agreement by which the seller undertakes not to compete with the business sold, within a defined geographic area and for a defined period after closing. Restraints are a standard — and critically important — feature of business sale agreements. Without a restraint, the seller could immediately start a competing business, solicit the old customer base, and recruit key employees, potentially destroying the value that the buyer paid for.
The Basson v Chilwan Four-Factor Test
The enforceability of a restraint of trade is determined by the four-factor test established by the Constitutional Court in Basson v Chilwan [1993] (3) SA 742 (A). A court will assess:
Does the restraint protect a legitimate proprietary interest?
In a business sale context, the buyer's interest in the goodwill, customer relationships, trade secrets, and know-how they paid for constitutes a legitimate protectable interest. Courts are generally more willing to enforce restraints in business sale contexts than in employment contexts, because the seller has received full consideration (the purchase price) for agreeing to the restriction.
Is the interest worthy of protection?
The court will assess whether the interest is real and deserving of legal protection — not a trivial or speculative concern. A buyer who paid for goodwill, a customer database, or a particular trade secret has a real and worthy interest.
Is the restraint reasonable — both between the parties and in the public interest?
Reasonableness is assessed with reference to the geographic scope (a nationwide restraint may be reasonable for a national business; an international restraint is more difficult to justify for an SME), the duration (2 to 5 years is typically enforceable in business sale contexts; longer periods face greater scrutiny), and the activities restrained (direct competition is more easily restrained than peripheral activities).
Does the enforcement harm the public interest?
A restraint that completely prevents the seller from earning a livelihood in their only field of expertise may be contrary to the public interest. In business sale contexts, however, sellers typically receive substantial consideration that mitigates this concern.
Tax Considerations
The tax consequences of a business sale are material and often determinative of the deal structure the seller will accept. South African tax law treats share sales and asset sales very differently — and the difference can amount to millions of rands in additional tax exposure. Tax advice must be obtained at the term sheet stage, not after the parties have agreed on the structure.
CGT — Share Sale
In a share sale, the seller disposes of shares — capital assets. Capital gains tax (CGT) applies to the gain (proceeds less base cost of the shares). For individuals and trusts, the CGT inclusion rate is 40% and 80% respectively — meaning 40% or 80% of the gain is included in taxable income. For companies, the inclusion rate is 80%. The effective maximum CGT rate for individuals is 18% (40% × 45% marginal rate); for companies, 22.4% (80% × 28% — noting that the corporate tax rate is currently 27%).
Participation exemption: Where a company sells shares in another company in which it holds at least 10% of the equity shares for at least 18 months, the gain may be exempt from CGT under the participation exemption in section 10B(2)(a) of the Income Tax Act.
CGT & VAT — Asset Sale
In an asset sale, the seller disposes of individual assets — each with its own tax treatment. Depreciable assets (plant, machinery, vehicles) trigger a recoupment (reversal of previously claimed section 11(e) allowances, taxed as income) plus CGT on any gain above the original cost. Goodwill is a capital asset, generating a CGT liability.
VAT going concern exemption: Under section 11(1)(e) of the VAT Act, the supply of an enterprise as a going concern is zero-rated (0% VAT) if both parties are registered VAT vendors, and they agree in writing that the enterprise is sold as a going concern and that it is capable of separate operation. If the conditions are not met, output VAT at 15% applies on the sale price — a significant cash flow impact for the buyer.
Transfer Duty
Transfer duty applies to the acquisition of immovable property in South Africa. In a share sale, no transfer duty is payable on the sale of the shares (even if the company holds immovable property) — with an important exception under section 9(1)(l) of the Transfer Duty Act: if more than 50% of the value of the company being acquired consists of immovable property, transfer duty may be triggered.
In an asset sale that includes immovable property, transfer duty is payable by the buyer on the market value of each property transferred. Transfer duty rates range from 0% (on amounts up to R1.1 million) to 13% (on amounts above R2.25 million). This is a significant additional cost that must be factored into asset sale pricing.
Section 11(e) Allowances
In an asset sale, the buyer may claim section 11(e) wear and tear allowances on the depreciable assets acquired, based on the acquisition cost (subject to the limitations in the Income Tax Act). The tax cost of depreciable assets in the buyer's hands resets to the purchase price allocated to those assets — a potentially valuable tax benefit. In a share sale, the tax base of the assets remains unchanged — the buyer inherits the seller's tax position on those assets, with no step-up.
This difference in the tax step-up is one of the reasons buyers often prefer asset sales over share sales — and why sellers, who bear the additional tax cost in an asset sale (through recoupments and CGT on assets rather than shares), typically demand a higher purchase price to compensate.
Common Mistakes in Business Sales
The most expensive business sale is the one where the parties cut corners on legal advice, rushed the due diligence, or failed to properly document the transaction. These are the most common mistakes we see — and almost all of them are entirely preventable.
✗Choosing the wrong deal structure without tax advice
Sellers who agree to an asset sale without first understanding the tax consequences can face significantly higher CGT and VAT exposure than they would in a share sale. The structure decision must be made at term sheet stage, with tax advice from the outset — not after the commercial deal is agreed.
✗Ignoring section 197 obligations
Sellers who retrench employees before closing (to make the business more attractive to buyers) may be committing automatically unfair dismissals, exposing themselves to compensation claims of up to 24 months' remuneration per employee. Buyers who refuse to take on existing employees face the same risk. Section 197 compliance is non-negotiable.
✗Inadequate due diligence by the buyer
Skimping on due diligence to save costs or accelerate timeline leaves the buyer exposed to all the liabilities that due diligence would have revealed. While warranties provide some protection, a warranty claim is expensive, uncertain, and takes years to resolve. Thorough due diligence is always cheaper than post-closing litigation.
✗Failing to notify the Competition Commission
Parties who implement a notifiable merger without Commission approval commit a prohibited practice under the Competition Act. The Commission can require the merger to be unwound, impose penalties of up to 10% of the merging parties' annual turnover, and require the parties to notify and restart the approval process.
✗No restraint of trade, or an unenforceable restraint
A restraint that is too broad (too long, too wide, or too general) will not be enforced by a court. A seller who signs an unenforceable restraint is effectively free to compete immediately after closing. Draft the restraint carefully — reasonable in scope, duration, and the activities restrained — and include a severability clause.
✗Failing to novate material contracts in an asset sale
In an asset sale, key commercial contracts do not transfer automatically — they must be novated with the counterparty's consent. If the seller fails to obtain novations before closing, the buyer may not have legal title to the contracts that generate the business's revenue. Always identify, disclose, and obtain novations of material contracts before the transaction closes.
Frequently Asked Questions
1What is the difference between a share sale and an asset sale?
In a share sale, the buyer acquires the shares of the company that owns the business — inheriting all existing liabilities, contracts, and employees. In an asset sale, the buyer acquires specific assets and liabilities, allowing selective acquisition but requiring novation of contracts and re-registration of licences. Tax treatment differs significantly: share sales trigger CGT on the shares; asset sales may trigger VAT (unless the going concern exemption applies) and CGT on individual assets. Transfer duty does not apply to a share sale but may apply to immovable property in an asset sale.
2What does due diligence involve when buying a business?
Due diligence is the buyer's systematic investigation of the target before committing to purchase. It covers six key areas: financial (audited financials, debtors, creditors, off-balance-sheet liabilities), legal (material contracts, litigation, regulatory compliance, asset title), tax (SARS compliance, outstanding assessments, deferred tax), HR (employment contracts, CCMA matters, benefit funds), IP (trademarks, patents, software, domain names), and regulatory/environmental (licences, environmental compliance, industry-specific permits). Due diligence findings drive the warranty and indemnity negotiations and may affect the purchase price.
3What is section 197 of the Labour Relations Act?
Section 197 of the LRA provides for the automatic transfer of all employment contracts when a business is sold as a going concern. The new employer steps into the shoes of the old employer — employees transfer on the same terms and conditions, with continuous service. A transfer does not constitute a dismissal, and any dismissal connected to the transfer is automatically unfair, attracting compensation of up to 24 months' remuneration. Post-transfer, the new employer may restructure for genuine operational reasons following the full LRA process.
4When must a merger be notified to the Competition Commission?
Under the Competition Act 89 of 1998, an intermediate merger must be notified where the target's South African turnover or assets is R190 million or more and the combined figure is R600 million or more. A large merger (requiring Competition Tribunal approval) is triggered where the target's South African turnover or assets is R190 million or more and the combined figure is R6.6 billion or more. Implementing a notifiable merger without approval is a prohibited practice carrying penalties of up to 10% of annual turnover.
5How long does it take to sell a business in South Africa?
A straightforward SME business sale typically closes in 8 to 12 weeks from term sheet to closing, assuming no competition law issues and a cooperative due diligence process. Complex transactions involving Competition Commission notification (20–40 business days), extensive due diligence, earn-out negotiations, or multiple regulatory approvals routinely take 6 to 12 months. Early preparation by the seller — including a vendor due diligence report and an organised data room — materially shortens the timeline and gives buyers confidence in the business.
Getting the Business Sale Right
A business sale is one of the most complex commercial transactions in South African law — involving simultaneous navigation of contract law, company law, labour law, competition law, and tax legislation. The decisions made at the term sheet stage (deal structure, payment mechanism, conditions precedent) determine the legal and financial consequences of everything that follows.
The most common failures arise from inadequate due diligence, poorly negotiated warranties, non-compliance with section 197, failure to notify the Competition Commission, and structural decisions made without tax advice. Each of these failures is preventable — and each one is significantly more expensive to remedy after closing than to address before signing.
Whether you are a seller preparing for exit or a buyer conducting due diligence, working with attorneys experienced in South African M&A, labour law, competition law, and tax is not a luxury — it is the foundation of a transaction that will stand up to scrutiny and deliver the value both parties expect.
Selling or Buying a Business — Contact MJ Kotze Inc
Whether you are preparing your business for sale, conducting due diligence as a buyer, or navigating Competition Commission approval, our team has the expertise to guide you through every step of the transaction.
About the Author
Martin Kotze
B.Com (Law), LLB — Attorney, Conveyancer and Notary Public
Martin Kotze is the founder of MJ Kotze Inc, a specialist law firm based in Pretoria, Gauteng. With extensive experience in corporate and commercial law, business acquisitions and disposals, and conveyancing, Martin advises buyers, sellers, and investors on all aspects of business sale transactions — from deal structuring and due diligence through to closing and post-transaction integration. He is admitted as an Attorney, Conveyancer, and Notary Public of the High Court of South Africa.
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