COMMERCIAL LAW

Commercial law in South Africa is the body of law that governs business and commercial transactions — covering contract drafting and enforcement, company formation and corporate governance under the Companies Act 71 of 2008, competition regulation under the Competition Act 89 of 1998, mergers and acquisitions, shareholders’ agreements, lease agreements, intellectual property licensing, and commercial dispute resolution through the Gauteng Division of the High Court. Burger Huyser Attorneys’ Commercial Law & Contracts practice, led by specialist consultant J’Retha van Rensburg and supported by admitted attorney Mari Köhne, runs from the firm’s Linden (Randburg) head office and files commercial matters in either the Gauteng Local Division (Johannesburg) or the Gauteng Division (Pretoria seat) depending on the defendant’s jurisdiction and where the cause of action arose.

What Commercial Law Covers in South Africa

Commercial law governs the rights, obligations, and interactions between individuals and entities engaged in business, trade, and commerce. It is also referred to as business law, mercantile law, or (more narrowly) corporate law, and operates alongside — but distinct from — labour, tax, and insolvency law. Burger Huyser recognises commercial law as covering contract drafting and review, shareholders’ agreements, lease agreements, company registrations, and acquisitions. Where a transactional matter becomes a dispute, the firm’s General Litigation practice under Director Nadine Roesch-Prinsloo picks it up without a handover.

Commercial Law vs. Corporate Law vs. Business Law vs. Mercantile Law

The four labels overlap heavily. In modern South African practice “commercial law” tends to be the broadest term and “corporate law” the most company-specific.

Term	Scope	Typical work
Commercial law	Broad — contracts, sales, IP, competition, banking, disputes, corporate matters	Drafting commercial agreements, competition compliance, commercial litigation
Corporate law	Narrower — company formation, governance, directors’ duties, shareholder rights	Company registrations, MOIs, shareholder disputes, directors’ liability advice
Business law	Often interchangeable with commercial law; sometimes broader to include tax, labour, insolvency	Mix of commercial, tax, and labour advisory
Mercantile law	Historically the same as commercial law; still used interchangeably	Sale of goods, negotiable instruments, agency

Core Areas of Commercial Law Practice

• Contracts — formation, interpretation, and enforcement of business agreements.
• Corporate law — formation, operation, and dissolution of companies.
• Commercial disputes — High Court litigation, arbitration, and mediation.
• Intellectual property — patents, trademarks, copyrights, trade secrets.
• Competition law — anti-competitive conduct under the Competition Act 89 of 1998.
• Banking and finance — financial transactions and regulation.
• Consumer protection — the Consumer Protection Act 68 of 2008.
• Employment and labour — overlaps with the firm’s Labour Law practice.

Key Statutes That Govern Commercial Law

Statute	What it governs
Companies Act 71 of 2008	Company formation, governance, directors’ duties (incl. the business judgment rule in section 76), shareholder rights, partial offers
Competition Act 89 of 1998	Prohibits price-fixing, cartels, bid-rigging, monopolistic practices; Competition Commission approval for certain mergers
Consumer Protection Act 68 of 2008	Consumer rights, unfair contract terms, product liability
B-BBEE Act 53 of 2003	Ownership transactions, procurement, enterprise development
General Laws (AML/CFT) Amendment Act 22 of 2022	Tightens AML/CFT compliance across commercial-law statutes, including the Companies Act
Financial Intelligence Centre Act 38 of 2001 (FICA)	Compliance obligations on legal practitioners in commercial transactions
King Reports on Corporate Governance	Voluntary framework widely applied to listed companies and major corporates

Contract Drafting, Review and Negotiation

Contract work is the most common commercial law service. Burger Huyser drafts contracts tailored to the deal — sale of goods, services, leases, shareholders’, joint venture, distribution, non-disclosure, and restraint of trade agreements — and reviews existing contracts to flag risk, ambiguity, missing termination clauses, and consumer-protection non-compliance. Negotiating terms before signature matters more where one party drafts and the other accepts, since courts apply stricter scrutiny to standard-form contracts.

Company Registrations, Governance and Shareholders’ Agreements

Company registrations are filed with the Companies and Intellectual Property Commission (CIPC), the statutory regulator under the Companies Act 71 of 2008. The memorandum of incorporation (MOI) is the constitutional document of the company. A well-drafted shareholders’ agreement covers voting rights, dividend policies, drag-along and tag-along clauses, pre-emption rights, exit mechanisms, and deadlock resolution — issues that, if undocumented, end up in costly disputes. Directors’ duties under section 76 of the Companies Act (including the business-judgment-rule defence) sit alongside annual filings and statutory compliance.

Commercial Disputes and Litigation

Commercial disputes — contract claims, shareholder disputes, director liability claims, and commercial-fraud matters — are filed in either the Gauteng Local Division of the High Court (Johannesburg) or the Gauteng Division (Pretoria seat), depending on where the defendant resides or where the cause of action arose. Lower-value contractual disputes may be heard in the relevant Magistrate’s Court. Pre-trial process follows the Uniform Rules of Court: pleadings, discovery, settlement attempts, and interlocutory applications. Arbitration and mediation are often faster for ongoing commercial relationships. Where a dispute overlaps with criminal conduct, the firm’s Criminal Law practice can be instructed in parallel.

Mergers, Acquisitions and Corporate Restructuring

M&A work starts with due diligence — legal, financial, and regulatory review — and moves to sale, share, or asset purchase agreements. It includes shareholder arrangements, share sales, management buy-outs, employee share ownership programmes, and B-BBEE transactions. Competition Commission approval is required for mergers above the prescribed thresholds under the Competition Act 89 of 1998; listed-company deals also require JSE and Takeover Regulation Panel approvals.

Why Engage a Specialist Commercial Law Attorney

The volume and overlap of cross-cutting statutes mean generalist advice often misses material risk. A poorly drafted contract can lead to a dispute costing orders of magnitude more than the original document would have cost to draft correctly. Specialist attorneys bring established working relationships with counsel, the CIPC, the Competition Commission, and the Gauteng Local Division’s commercial court. Burger Huyser’s team combines specialist consultant J’Retha van Rensburg with admitted attorneys across multiple Gauteng branches, including Mari Köhne.

What to Look for When Choosing a Commercial Law Attorney

• Direct experience with the Companies Act 71 of 2008 and current CIPC practice.
• Familiarity with the Competition Act 89 of 1998 for clearance, cartel exposure, or merger notification.
• A team handling both transactional and litigation work.
• Transparent fees — quoted per matter after initial review.
• Multi-branch accessibility across Gauteng.
• Track record with B-BBEE transactions, joint ventures, and shareholder disputes.

Burger Huyser’s Commercial Law & Contracts practice meets all six criteria — transactional and litigation work, nine Gauteng branches, and per-matter quoting after initial review.

Practical Considerations: Cost, Timeline and How to Start

Workstream	Typical cost approach	Typical timeline
Contract review	Per-document quote after initial review	Days to a few weeks
Contract drafting (shareholders’, lease)	Per-matter quote	One to four weeks
Company registration (CIPC)	Fixed CIPC fee plus professional fee	Five to ten business days
M&A and restructuring	Per-matter	Months, depending on due diligence and approvals
Commercial High Court litigation	Per-matter	Months to years

For the first consultation bring the contract or document in question, the parties involved and their corporate structure, a summary of the issue and desired outcome, prior correspondence exchanged, and any deadlines already in play. Initial consultations are booked through the Linden head office.

Frequently Asked Questions

What is commercial law?

Commercial law governs business and commercial transactions in South Africa. It covers contract drafting and enforcement, company formation and governance under the Companies Act 71 of 2008, competition regulation under the Competition Act 89 of 1998, mergers and acquisitions, shareholders’ agreements, leases, IP licensing, and commercial dispute resolution. It is also called business law, mercantile law, or (more narrowly) corporate law.

What is the difference between commercial law and corporate law?

Commercial law is the broader term covering all business transactions — contracts, competition, IP, and disputes. Corporate law is the narrower sub-area focused on companies — their formation, governance, directors’ duties, shareholder rights, and dissolution. Most South African law firms use commercial law as the umbrella. Burger Huyser uses “Commercial Law & Contracts” to capture both.

How much does a commercial law attorney cost in South Africa?

Fees depend on the matter. Straightforward contract reviews are quoted per document after initial review. M&A, restructurings, and commercial disputes are quoted per matter. Burger Huyser Attorneys quotes per matter after the initial review at the Linden head office.

Where is commercial litigation filed in Gauteng?

Commercial litigation in Gauteng is filed in either the Gauteng Local Division of the High Court in Johannesburg or the Gauteng Division in Pretoria, depending on where the defendant resides or where the cause of action arose. Lower-value disputes can be heard in the relevant Magistrate’s Court.

Can Burger Huyser handle both contract drafting and commercial disputes?

Yes. The Commercial Law & Contracts practice handles drafting, review, and negotiation of commercial agreements, and the General Litigation practice under Director Nadine Roesch-Prinsloo runs disputes through the High Court. Both in-house means clients keep the same firm through the full lifecycle.

What statutes govern commercial law in South Africa?

The principal statutes are the Companies Act 71 of 2008, Competition Act 89 of 1998, Consumer Protection Act 68 of 2008, B-BBEE Act 53 of 2003, FICA (Financial Intelligence Centre Act 38 of 2001), and the General Laws (AML/CFT) Amendment Act 22 of 2022. The King Reports apply as a voluntary framework.

If you need a commercial law attorney in Gauteng — whether for a contract review, a shareholders’ agreement, a company registration, a commercial dispute, or a more complex M&A or restructuring matter — contact Burger Huyser Attorneys’ Commercial Law & Contracts practice on 011 888 0246 (after-hours 061 516 6878) or visit the head office at 49 First Avenue, Linden, Randburg, 2194. The firm runs a dedicated commercial law practice led by specialist consultant J’Retha van Rensburg and admitted attorney Mari Köhne, supported by the firm’s litigation team for disputes. Initial consultations are booked through the Linden head office and can be followed up at any of the firm’s eight Gauteng branches (Sandton, Pretoria, Centurion, Roodepoort, Bedfordview, Alberton, Midrand, and the head office). Burger Huyser carries a 4.8/5 average across 250+ Google reviews (Trustindex verified “Top Rated Law Firm in South Africa”) and was named Commercial Law Firm of the Year 2025 by the 5 Star Lawyers Awards.