Cooperativa Muratori Cementisti – CMC Di Ravenna Società Cooperativa a Responsabilita Limitata v Companies and Intellectual Property Commission and Others

CMC, an Italian-incorporated construction company registered in South Africa as an external company, encountered severe financial distress in 2018. It initiated Italian pre‑insolvency proceedings for a composition with creditors under Italian bankruptcy law. Shortly thereafter, its board resolved to place the company under business rescue in terms of the South African Companies Act 71 of 2008 and appointed business rescue practitioners. The Companies and Intellectual Property Commission (CIPC) rejected the filing on the basis that an external company cannot enter business rescue. CMC applied to the Gauteng High Court for a declaration that it was validly under business rescue, alternatively for recognition and enforcement in South Africa of an Italian court order granting it time to propose a composition with creditors. The High Court dismissed the application, and CMC appealed to the Supreme Court of Appeal.

The appeal was dismissed with costs, including the costs of two counsel. The application to adduce further evidence on appeal was dismissed with attorney-and-client costs.

The case authoritatively confirms that foreign companies registered as external companies cannot access South Africa’s business rescue regime. It clarifies the strict statutory interpretation of 'company' in the Companies Act and reinforces principles governing recognition of foreign insolvency or restructuring proceedings, protecting South African creditors from being bound without due process.