THE SMA BUSINESS GUIDE
Business Legal Essentials
Understand the foundations. Know what to check. Decide what needs attention.
General education for businesses operating in South Africa. Requirements depend on your circumstances; these practical checks are not a compliance certificate or a legal opinion on your business.
Business structure & governance
Know who owns the business, who makes decisions and who may sign.
A business needs more than a registration certificate. Clear ownership and decision-making records help founders manage disagreements, bring in investors and keep the business running.
The legal context
Companies have ongoing filing and governance obligations. CIPC requires annual returns and up-to-date beneficial ownership information, with the applicable financial submission. The requirements for a company differ from those for a sole proprietor or partnership.
Start with these practical checks
- Confirm the legal entity named on contracts, invoices and bank accounts.
- Check company records, ownership registers and CIPC filings are current.
- Record who can sign contracts, approve spending and make major decisions.
- If there is more than one owner, agree how decisions, exits and disputes will be handled.
Useful documents & when to seek help
Documents to locate
- Registration documents and Memorandum of Incorporation (MOI), where applicable
- Ownership / securities register and beneficial ownership records
- Shareholders’ or partnership agreement; resolutions and signing authorities
The appropriate documents depend on your business; this is a starting list.
When to get help
Get advice before issuing or transferring shares, accepting investment, signing personal suretyships or resolving an ownership dispute.
Find your latest registration and ownership records. Check that they reflect the business as it operates today.
Client & supplier contracts
Make scope, payment and responsibilities clear before work begins.
An accepted quotation may leave important issues unanswered: what is included, when work is due, who owns the output and what happens if something changes. Clear written terms reduce uncertainty and help preserve evidence of the agreement.
The legal context
Where the Consumer Protection Act applies, consumer terms must meet its protections, including applicable plain-language and fairness requirements. A signature does not automatically make an unfair or prohibited term enforceable. The Act’s application depends on the transaction and parties.
Start with these practical checks
- Identify the parties correctly and confirm the signatory’s authority.
- Define deliverables, exclusions, deadlines, acceptance and changes to scope.
- Agree fees, payment dates, cancellation, termination and dispute steps.
- Check liability limits, indemnities, warranties, confidentiality and ownership of work.
Useful documents & when to seek help
Documents to locate
- Signed service / supply agreements and accepted quotations
- Terms and conditions provided before agreement
- Change approvals, delivery records and relevant correspondence
The appropriate documents depend on your business; this is a starting list.
When to get help
Seek review before accepting a significant indemnity, exclusivity restriction, personal guarantee or unfamiliar liability clause.
Read one contract you use often. Can both sides identify what must be delivered, when and for how much?
Employment & workplace basics
Give people clear terms and use fair workplace processes.
Your people arrangements should match the work actually being done. Clear roles, remuneration and workplace rules help prevent avoidable misunderstandings. A contract is only part of the picture; records and day-to-day practices matter too.
The legal context
The Basic Conditions of Employment Act includes requirements for written employment particulars, subject to its application provisions. Dismissals require a fair reason and fair procedure under the labour framework; a notice clause alone does not settle fairness.
Start with these practical checks
- Provide appropriate written terms covering role, pay, hours, leave and notice.
- Keep employment terms, payroll and leave records consistent.
- Check applicable minimum wage, working-time and bargaining council rules.
- Get advice on whether someone is an employee or genuinely an independent contractor.
Useful documents & when to seek help
Documents to locate
- Employment agreements / written particulars and role descriptions
- Payroll, working-time and leave records
- Workplace policies; records of complaints and disciplinary steps
The appropriate documents depend on your business; this is a starting list.
When to get help
Contact an attorney before dismissal, retrenchment, a major change to employment terms or responding to a CCMA referral.
Compare one worker’s written terms with their actual role, hours and pay. Note anything that needs clarification.
Payments, debt & credit terms
Set payment expectations and keep evidence before an account becomes overdue.
Cash flow depends partly on clear payment arrangements and reliable records. A debt is easier to assess when you can show what was agreed, what was delivered, what was invoiced and what remains unpaid.
The legal context
Credit arrangements, deferred payments and certain late-payment charges may engage the National Credit Act. Its application and registration requirements depend on the arrangement and parties. Do not assume every unpaid invoice is a credit agreement, or add interest and collection charges without checking the legal basis.
Start with these practical checks
- Agree deposits, milestones and payment dates before starting work.
- Use accurate invoices and keep delivery / acceptance evidence.
- Track overdue accounts and record reminders, disputes and promises to pay.
- Review credit terms, interest and suretyships before relying on them.
Useful documents & when to seek help
Documents to locate
- Accepted quotations, orders and signed payment terms
- Invoices, statements, delivery records and proof of payment
- Correspondence and any repayment arrangements
The appropriate documents depend on your business; this is a starting list.
When to get help
Get advice on disputed debts, credit arrangements, guarantees or enforcement. Court papers and time limits need prompt attention.
Choose one overdue account and gather its agreement, invoices, delivery proof and correspondence.
Intellectual property & confidentiality
Protect your brand and clarify who owns what your business creates.
Your name, content, software, designs and know-how may be valuable business assets. Paying a supplier is not a substitute for checking the ownership and usage rights agreed with them.
The legal context
Company-name registration and trade mark protection are different processes. CIPC advises conducting a trade mark search when choosing a company name. Different forms of intellectual property have different protection requirements; one registration does not protect everything.
Start with these practical checks
- Check the brand name before investing heavily in marketing.
- Identify important creative work, software, inventions and confidential know-how.
- Clarify ownership, licences and permitted use in employee and supplier agreements.
- Limit access to confidential information and use suitable confidentiality terms.
Useful documents & when to seek help
Documents to locate
- Brand searches, registrations and renewal records, if applicable
- Written assignments / licences and supplier agreements
- Confidentiality agreements and access / offboarding procedures
The appropriate documents depend on your business; this is a starting list.
When to get help
Seek advice on a similar competing brand, unauthorised copying, an ownership dispute or protection before publicly disclosing an invention.
List your three most valuable brand or creative assets. Identify who owns each and where the supporting record is kept.
Privacy, POPIA & information security
Know what information you collect, why you need it and how it is protected.
Customer lists, CVs, payroll and contact details can contain personal information. Privacy management involves the way people work, the systems they use and how suppliers handle that information—not just a policy on a website.
The legal context
POPIA requires reasonable technical and organisational safeguards for personal information. Information Officer registration is also relevant to businesses processing personal information. The lawful basis, notices, retention and marketing rules need to be assessed for your activities.
Start with these practical checks
- Map the personal information you collect, use, share and store.
- Check the lawful purpose and basis for processing; collect only what is needed.
- Review access controls, backups, retention and arrangements with service providers.
- Check Information Officer registration and prepare a security-compromise response process.
Useful documents & when to seek help
Documents to locate
- Privacy notices and an information-processing inventory
- Information Officer records; applicable PAIA manual
- Supplier / operator agreements and security-response procedures
The appropriate documents depend on your business; this is a starting list.
When to get help
Act promptly if information is lost, disclosed or accessed without authority. POPIA notification duties may arise; do not wait for a diagnostic report.
Trace one customer’s information from collection to deletion. Note each system and person with access.
Registrations & ongoing compliance
Build a calendar around the obligations that actually apply to your business.
Business requirements depend on your structure, industry, location, workforce and activities. A registration at the start is not the end of compliance. Assigning responsibility and keeping evidence helps prevent renewals and filings being overlooked.
The legal context
Tax obligations can apply whether a business operates through a legal entity or in an individual’s name. SARS guidance identifies different registrations and responsibilities. Tax registration and CIPC filings are separate processes; do not treat one as proof that every obligation has been met.
Start with these practical checks
- Confirm relevant tax registrations and filing responsibilities with your tax practitioner.
- Check employer-related registrations and obligations if you employ people.
- Identify applicable sector licences, municipal permissions and renewal dates.
- Name a person responsible for each filing and retain submission / payment evidence.
Useful documents & when to seek help
Documents to locate
- Registration and filing confirmations
- Applicable licences / permits and renewal records
- A compliance calendar with owners, dates and evidence links
The appropriate documents depend on your business; this is a starting list.
When to get help
Get professional advice when entering a regulated activity, opening new premises, hiring staff or responding to a regulator’s notice.
List the registrations and filings you know about. Add the responsible person, next due date and proof location.
Business continuity & succession
Plan for absence, disruption, an owner’s exit and death.
Ask what would happen if a key person could not work tomorrow. Operational continuity and ownership succession need different arrangements: access to systems does not automatically give someone authority to sign or transfer ownership.
The legal context
A will deals with a person’s estate on death. Business succession planning also needs to account for the business structure, ownership documents and relevant agreements. A will alone does not create a complete operational continuity plan.
Start with these practical checks
- Identify essential tasks, signing powers and lawful backup arrangements.
- Document how authorised people can access critical records and systems.
- Review owner-exit / buy-out arrangements and any related funding.
- Align estate planning with ownership agreements and keep key documents accessible to the right people.
Useful documents & when to seek help
Documents to locate
- Continuity plan, emergency contacts and authority records
- Shareholders’ / partnership agreements and relevant insurance details
- Current estate-planning documents and secure record-location instructions
The appropriate documents depend on your business; this is a starting list.
When to get help
Get advice where there is no agreed exit route, an owner has died, ownership is disputed or the business cannot meet its obligations.
Write down the five tasks that would stop if the founder were unavailable. Identify a lawful backup for each.
SUPPORT THAT FITS THE NEXT STEP
How SMA can help
You can start by understanding your position. Any further work is agreed with you separately.
Business Legal Health Check
A questionnaire about what is in place and where you are unsure. Available from 1 October to 31 December 2026, subject to eligibility and SMA’s review capacity.
Business Legal Readiness Report
A personalised, high-level review of your reported answers, identifying matters for attention and suggested next steps. Acceptance and timing are confirmed separately; the report is emailed to the address you provide.
Legal Sprint
A defined engagement to address agreed priorities. Deliverables, timing and fees are confirmed before work begins.
Legal Partner
Ongoing legal support under an agreed scope. Services, fees, availability and exclusions are discussed for your business.
The complimentary diagnostic does not include detailed legal advice, document review, drafting, implementation or representation. Submission does not create a mandate for further work.
MAKE A PRACTICAL START
Choose one foundation to strengthen.
Note what you already have, what you cannot find and what you are unsure about. Answer the Health Check honestly; “No” and “Not sure” are useful answers.
If your questionnaire is already open, continue in that tab to keep your progress.
References checked on October 2026. Laws, thresholds and regulatory guidance can change; consult the current applicable rules before acting. Official links may include original legislation and later amendment notices. Practical checklists are educational suggestions, not an exhaustive list of legal obligations.
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