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Ask Freddie Lombard Your Own Question
Freddie Lombard
Freddie Lombard, Attorney
Category: South Africa Law
Satisfied Customers: 2670
Experience:  Practicing attorney and conveyancer with 16 years post article experience.
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Greetings. The company I work an overseas company,

Customer Question

The company I work for is an overseas company, incorporated in Japan. It has two branch offices in South Africa, one in Cape Town and one in Durban. I am General Manager of the latter. Each of these offices is registered individually with CIPC as an "External Company", and each has its own individual registration number. I am the locally appointed and registered Representative Officer of the Cape Town Company, and have power of attorney to attend to local matters.
The offices presently operate independently of one another, each being responsible for receiving orders, carrying out work, invoicing and collecting. Each is responsible for its own management in all respects, including employment of staff. Each is audited annually by its own appointed auditors.
99% of our work is for overseas clients, and as a result, most of our revenue from invoicing is paid in USD. From time to time, when we have surplus funds, we remit a portion of them to Head Office in Tokyo.
Tokyo have expressed the intention to restructure and consolidate operations in South Africa, so that all functions will be under the control of Durban Office. Durban will receive and process work orders, allocate staff from either Durban or Cape Town, issue all invoices and collect remittance. It will also be responsible for all staff of both offices, and will pay all operating costs of both offices. This will render the Cape Town company unnecessary and redundant, so the intention is to close it down and deregister it. As stated, all control of Cape Town operations as well as staff, is to pass to Durban Office. Cape Town staff will remain in Cape Town.
In the medium term, Cape Town will continue to operate from leased premises, however all related costs will be paid by Durban.
Head Office have asked me to consult legal experts, to find out what is the easiest and most practical way to go about achieving the intended restructuring and de-registration of the Cape Town company. They require a detailed report, clearly describing and explaining the processes, formalities, implications (if any), documentation requirements, as well as an estimate of how long the process should take.
Are you able to provide?
One thing I should add, is that my employment contract expires in 2 months, so my PoA as LRO for Cape Town will lapse. The intention is to grant PoA to the General Manager of Durban Office, to succeed me in the capacity as LRO of Cape Town, in order to attend to any statutory matters which may arise after my retirement, should it not be possible to wind everything down before then.
To summarize, I need to know the easiest and most practical way for Durban to take over all operations of Cape Town, and de-register the Cape Town Company. Plus detailed explanation of the processes involved, documentation requirements, implications, and estimated time required to complete the excercise.
I hope I have been sufficiently clear in my explanations.
Hoping to hear from you soon.
Kind regards
Mark Durston
Submitted: 1 year ago.
Category: South Africa Law
Customer: replied 1 year ago.
Correction to third sentence - it should read "I am General Manager of the FORMER"
Expert:  Freddie Lombard replied 1 year ago.

Hi Mark

Thank you for your question. I will try to assist you in answering it today but please feel free to ask as many follow up questions as you like until you are 100% satisfied.

What you are asking can certainly be done by me in my professional capacity as an attorney but not on this forum. The reason for this is simply because what you are asking me to do will take many hours of work and may also involve some communication (telephone or email) for which this website Q & A service is not suitable.

Also, for the amount of money that you paid you cannot expect a professional to spend to much time in order to giver you what you need.

What I can do if you need me to is make you an offer for additional services after you have rated this answer positively. Once you have accepted the offer, I will be able to send you my email address and we will be able to continue on an attorney client basis that falls outside the parameters of this website and at my professional fee.

Unfortunately this is the website rules and I am not allowed to break it. If my suggestion is not acceptable, please let me know and I will request the administrators to refund your money.


Customer: replied 1 year ago.
Greetings Freddie and thanks for your quick response. I do understand fully, so if you would like to make me an offer, I will most certainly consider it and we can take things from there.Is it possible at this point, for you to at least offer a brief opinion on the best course of action, a schematic if you will, without the details?Kind regards
Expert:  Freddie Lombard replied 1 year ago.

Hi Mark

What you are asking me to do is still going to keep me busy for quite a while so I will rather opt out and give another expert the opportunity to answer your question.

If nobody takes this up you should request a refund from the administrators.

Kind regards

Customer: replied 1 year ago.
Ok Freddie, noted with many thanks.
Kind regards