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The assets and liabilities of a company belongs to the company, and not to
you as a shareholder. That means all profits and losses are also apportioned
to the company. But as stated above, this principle of limited liability is qualified
and our courts have in exceptional circumstances compelled shareholders
to stand in for the debts and liabilities of the company. Our courts have held
that when this happens they effectively pierce the protective corporate veil
and look through the company to hold the shareholders liable. Our courts
remain hesitant to do this and rather aim to uphold the corporate veil. But each
case is considered on its own merits and in some cases such action may be
justified. In considering whether to pierce the corporate veil, our courts will look
at the running of the company and its overall conduct and whether or not the
separate legal persona of the company was abused by the shareholders e.g.
for the purpose of defrauding others etc.
Likewise, the liability of directors of a company is not open-ended. Our company
law does however confer duties on a director of a company and determines
that a director can be held personally liable should the director fail to comply
with these duties, again subject to limitations and conditions.

So to come back to your question. As shareholder and director you and your
wife should not by default be personally liable for the debts of your company.
However, this position is qualified both in terms of your position as shareholders
and directors based on your use of the company and your conduct as directors.
Our advice would be to discuss your company’s financial position and your
concerns about liability with your attorney in order to establish if and to what
extent you could be at risk of attracting personal liability.

Can you remove the executor of a deceased
estate?

Litigation Jaco van den Berg
July 2018

“My father recently passed away and, in his will, nominated a financial
institution as the executor of his estate. It’s now been months and the financial
institution has made no progress with the administration of the estate. I know
an attorney that is willing to administer the estate for me, but the financial
institution refuses to allow him to take over the executorship of the estate. Can
I have the institution removed as the executor of the estate?”

It is possible to have an executor removed from an estate, but it should be noted
that this can only be done by the Master of the High Court or a court of law, on
the grounds listed in section 54 of the Administration of Estates Act 66 of 1965

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