Pieters NO v Absa Bank Limited

Cell F Services (Pty) Ltd was placed under winding-up and Ms Rynette Pieters was appointed as liquidator. After confirmation of the final liquidation and distribution account, the Master issued certificates in August 2003 under ss 419(1) and 385 of the Companies Act 61 of 1973, certifying that the company had been completely wound up and releasing the liquidator by reducing her bond of security to nil. Nearly five years later, Ms Pieters requested the Master to ‘re-issue’ her certificate of appointment on the basis that the company had allegedly not been dissolved, in order to pursue a newly identified asset. The Master purported to ‘re-instate’ her as liquidator. Ms Pieters then instituted action against Absa Bank Ltd. Absa raised a special plea that Ms Pieters lacked locus standi because her appointment as liquidator had lawfully terminated. The High Court upheld the special plea, and Ms Pieters appealed to the Supreme Court of Appeal.

The appeal was dismissed with costs, including the costs of two counsel where employed.

The case authoritatively clarifies the interpretation of s 419 of the Companies Act 61 of 1973, confirming that dissolution depends on recording by the Registrar and not on Gazette publication. It also affirms that once the Master issues certificates under ss 419(1) and 385, the liquidator is discharged and the Master has no power to re-instate the liquidator. The decision is significant for certainty in liquidation finality and locus standi in company litigation.