In South Africa, a company is regarded as a juristic person from the date and time that the incorporation of a company is registered, as stated in its registration certificate, until its name is removed from the companies register in accordance with the Companies Act, 71 0f 2008. As a juristic person, a company has all of the legal powers and capacity of an individual, except to the extent that a juristic person is incapable of exercising any such power, or having any such capacity; or the company’s Memorandum of Incorporation provides otherwise.

A company is constituted in accordance with the unalterable provisions of the Companies Act; the alterable provisions of the Companies Act, subject to any negation, restriction, limitation, qualification, extension or other alteration that is contemplated in an alterable provision, and has been noted in the company’s Memorandum of Incorporation; and any further provisions of the company’s Memorandum of Incorporation.

In terms of the Companies Act, a person is not, solely by reason of being an incorporator, shareholder or director of a company, liable for any liabilities or obligations of the company, except to the extent that the Companies Act or the company’s Memorandum of Incorporation provides otherwise.

In South Africa if a company is a personal liability company the directors and past directors are jointly and severally liable, together with the company, for any debts and liabilities of the company as are or were contracted during their respective periods of office.

Changing of a company name does not exonerate a company from any legal actions. According to the Companies Act, after a company has changed its name, any legal proceedings that might have been commenced or continued by or against the company under its former name may be commenced or continued by or against it under its new name.