Corporate Governance & Structuring Lawyers in Johannesburg
A company's legal structure should support its ownership, management and decisions. Hugh Raichlin Attorneys assists businesses with corporate structuring and governance documents, helping directors and shareholders identify authority, responsibilities and areas of risk.
The initial telephone discussion is free and helps us understand whether the firm can assist. A paid consultation is arranged where appropriate. We aim to respond within one working day after receiving your enquiry.
Principal Attorney & Accredited Mediator
Commercial and dispute-resolution experience relevant to governance, authority and deadlock.
This page is for you if…
- You are establishing or restructuring a business.
- Share ownership, decision rights or director powers need clarity.
- The shareholder agreement and MOI may conflict.
- You need advice on resolutions, changes or governance obligations.
How Hugh Raichlin Attorneys can help
Shareholders own the company, directors manage it, and the company is a separate legal person with its own authority. Each decision should be made through the correct role and process, and a filing does not cure a defective underlying resolution or agreement.
| Role | Document | Decision |
|---|---|---|
| Shareholder | Shareholder agreement and MOI | Ownership, voting, reserved matters and transfers. |
| Director | Board resolutions and MOI | Management authority, duties and statutory compliance. |
| Company | Its own contracts and records | Contracts, assets, filings and beneficial-ownership reporting. |
A CIPC filing does not automatically correct a defective resolution or agreement; records, authority and statutory compliance should be reviewed together.
Align the core documents
We review the company structure, MOI and shareholder arrangements against the business's intended governance. Documents should not promise rights that conflict with mandatory law or the company's constitution.
Clarify authority and decisions
We assist with appropriate resolutions, transaction approvals, reserved matters and documentation of key decisions. The identity and authority of those acting for the company matter.
Assess governance risks and changes
Director duties, conflicts, beneficial-ownership requirements and statutory records may require attention. Legal advice should be coordinated with company-secretarial, accounting and tax work where appropriate.
What to consider before deciding
A shareholder is not the same as a director
Ownership rights and management responsibilities are distinct. A person can hold both roles, but each decision should be made through the correct authority and process.
Keep filing and underlying decisions consistent
A filing does not automatically correct a defective resolution or agreement. Records, authority and statutory compliance should be reviewed together.
Address deadlock before it becomes litigation
Reserved matters, voting thresholds, transfer restrictions and exit arrangements should be workable. A document that makes every ordinary decision impossible can create rather than solve conflict.
The governance map
- 1
Shareholders
Ownership rights and voting interests.
- 2
Directors
Management authority and statutory duties.
- 3
MOI
The memorandum of incorporation and its terms.
- 4
Agreements
Shareholder and related commercial agreements.
- 5
Resolutions & records
Documented decisions and statutory records.
- 6
Statutory filings
CIPC filings and beneficial-ownership reporting.
These roles and documents are related but not interchangeable. Arrows indicate relationships, not equivalent legal authority.
The next steps
- 1Clarify ownership, operations and the intended change.
- 2Review the MOI, agreements, authority and records.
- 3Prepare or amend the appropriate governance documents.
- 4Coordinate approvals, filings and implementation responsibilities.
Information to prepare
MOI; shareholder agreements/registers; director records; CIPC information; key resolutions; proposed structure; related contracts; beneficial-ownership information where relevant.
Common mistakes to avoid
Avoid assuming a standard MOI fits every business, making filings without proper authority, using shareholder approval as a substitute for required board action or treating all directors as immune from personal exposure.
Relevant experience for your matter
HRA combines commercial advisory and dispute work, allowing governance documents to be assessed against the practical risks of deadlock, authority and later enforcement.
Hugh Raichlin
Principal Attorney & Accredited Mediator
BA, LLB · University of the Witwatersrand
Commercial and dispute-resolution experience relevant to governance, authority and deadlock.
View Hugh's profile
Jessica El-Hage
Attorney
LLB · University of Johannesburg
Commercial and civil litigation experience relevant to director duties and shareholder disputes.
View Jessica's profileFrequently asked questions
Is a shareholder agreement enough on its own?
No. It must be assessed alongside the MOI, applicable law and the company's other arrangements.
Can you assist with a change in ownership?
Yes. The legal documents, approvals, records and transaction consequences need review.
Do directors have personal responsibilities?
Yes. The nature of the duty and any possible liability depend on the circumstances and applicable law.
Can you help before a shareholder disagreement becomes a lawsuit?
Yes. Early advice can clarify rights, decision processes and possible negotiated solutions.
Related services
Legal Insights
Useful sources
- Companies Act 71 of 2008The full legal text on running a company, including directors’ responsibilities, shareholder rights and how company decisions are made.
- CIPC beneficial ownership guidanceGuides and answers about reporting who ultimately owns or controls a company, including resources for keeping its ownership records in order.
Consultation fees
R3,450 including VAT (R3,000 + R450 VAT).
A brief initial telephone discussion is free and helps us assess whether the firm can assist. Where a standard legal consultation is appropriate, its fee is R3,450 including VAT. This is separate from the fees for carrying out the matter. We will confirm the scope and arrangements before booking.
Align your company's structure with how it actually operates.
Tell us the ownership, management and decision issues. We will identify the governance documents and approvals needed.
What happens next?
Start with a brief telephone discussion so the firm can understand your matter and decide whether it may assist. That initial discussion is free. Where appropriate, a paid consultation is arranged, usually in person; remote arrangements may be considered.
You can begin through our AI-assisted WhatsApp enquiry service at any time. It gathers initial information and does not provide legal advice. Where the firm may be able to assist, an attorney ordinarily follows up within one working day after receipt. A message does not confirm an appointment, acceptance of a matter or action on a deadline.
Speak to Hugh Raichlin Attorneys
Visit us by arrangement at 1 The Avenue, Norwood, Johannesburg 2192. Call 011 483 1527 for new enquiries and existing matters, Monday–Friday, 08:30–17:00. For 24/7 AI-assisted enquiry intake, WhatsApp 011 010 8336. You can also email reception@raichlin.co.za.
Please send sensitive documents only when requested through an appropriate channel.