Commercial lawyers

A South African commercial lawyer helps a business set up the right legal structure, draft and negotiate the contracts that govern its trading relationships, manage shareholder and board matters, and meet its ongoing statutory obligations under the Companies Act 71 of 2008, the Consumer Protection Act 68 of 2008, POPIA, the Competition Act 89 of 1998, and the Broad-Based BEE Act 53 of 2003. Burger Huyser Attorneys’ commercial law and contracts practice covers the full range of work a South African business typically needs: contract drafting and review, shareholders’ and lease agreements, company registrations with CIPC, corporate-governance advice under the Companies Act and King IV, due-diligence support on acquisitions and disposals, and B-BBEE structuring. The work is led by J’Retha van Rensburg (Specialist Consultant, Commercial Law & Contracts) and Mari Köhne (admitted attorney, Commercial Law) from the firm’s Linden (Randburg) head office, with branch support across Gauteng.

For a South African commercial lawyer who will draft your shareholders’ agreement, register your company, walk you through a sale or acquisition, and tell you honestly what a deal is worth before you sign, contact Burger Huyser Attorneys on 011 888 0246 or visit the head office at 49 First Avenue, Linden, Randburg, 2194. The firm was named Commercial Law Firm of the Year 2025 – South Africa by the 5 Star Lawyers Awards.

Why Engage a Commercial Lawyer for Your South African Business

South African commercial law is layered rather than single-statute. The Companies Act 71 of 2008 — in force since 1 May 2011 — sets the statutory baseline; the King IV Report on Corporate Governance layers a best-practice overlay on top of it; and sector-specific statutes — the Consumer Protection Act 68 of 2008, the Protection of Personal Information Act 4 of 2013 (POPIA), the Competition Act 89 of 1998, and the Broad-Based Black Economic Empowerment Act 53 of 2003 — add obligations that catch a business off guard if it contracts without awareness of them.

Most commercial disputes the firm sees in litigation trace back to a contract that was poorly drafted at the outset. Preventative commercial-law advice — getting the shareholders’ agreement, lease, supplier terms, and customer terms right up front — is materially cheaper than curative litigation two or three years later when the relationship has soured.

Cross-border awareness is increasingly important. Ongoing inward-investment activity into South Africa and African Continental Free Trade Area (AfCFTA) trade flows mean that even an SME-level deal may involve foreign parties, foreign-exchange considerations, or cross-border data transfers that engage POPIA’s Chapter 9 requirements.

Director duties under sections 75 to 77 of the Companies Act are personal and not delegable. Non-compliance exposes directors to personal liability, administrative fines, and — in cases of gross negligence or wilful misconduct — criminal charges. A commercial lawyer helps directors understand what the statute actually requires of them in their specific role and what record-keeping the board needs to evidence good faith.

What a Commercial Lawyer Actually Does

The scope of a commercial-law engagement typically covers six workstreams:

• Contract drafting and review. Shareholders’ agreements, partnership agreements, sale-of-business agreements, lease agreements, service-level agreements, supply agreements, NDAs, and customer-facing terms and conditions.
• Company formation and statutory compliance. Registration with the Companies and Intellectual Property Commission (CIPC), preparation of Memorandums of Incorporation (MOIs), annual returns, beneficial-ownership filings, and ongoing company-secretarial support.
• Corporate governance. Board structures, written board resolutions, shareholders’ meetings, King IV alignment, and director induction.
• Acquisitions and disposals. Buy-side and sell-side support — heads of terms, due-diligence coordination, sale agreements, and the post-completion transfer mechanics.
• Restructuring and reorganisations. Share-for-share exchanges, asset transfers, group simplifications, capital changes, and share buy-backs.
• Commercial dispute avoidance. Pre-litigation risk reviews of existing contracts, tightening of dispute-resolution clauses (mediation and arbitration), and settlement drafting.

The Commercial Law Team at Burger Huyser

The firm’s Commercial Law & Contracts practice is led by J’Retha van Rensburg as Specialist Consultant and Mari Köhne as admitted attorney in Commercial Law, both based at the Linden (Randburg) head office. Because commercial matters rarely sit in isolation, the team draws on in-house colleagues across tax, labour, intellectual property, and litigation — Burger Huyser’s Director & Head of General Litigation, Nadine Roesch-Prinsloo, runs the litigation support that frequently follows a flawed contract, and Stefaans Gerber (Intellectual Property consultant) supports IP-related commercial work without outsourcing.

The Statutory Framework: What Governs Your Business

The table below summarises the principal statutes and instruments that govern a typical South African commercial-law matter.

Instrument	What it covers	Where it bites
Companies Act 71 of 2008	Company formation, director duties (ss 75–77), shareholder rights, solvency and liquidity tests, corporate actions (share issues, distributions, major transactions).	Every step of a company’s life cycle; in force since 1 May 2011.
King IV Report on Corporate Governance	Apply-or-explain principles on ethical leadership, performance, compliance, and stakeholder relationships.	Mandatory disclosure for JSE-listed entities; best-practice benchmark for all others.
Consumer Protection Act 68 of 2008	Consumer rights, fair marketing, returns and refunds, unfair contract terms.	Every transaction in the ordinary course of business with a consumer counterparty.
Competition Act 89 of 1998	Prohibits price-fixing, cartel conduct, bid-rigging, and abuse of dominance; merger control.	Competition Commission must approve certain mergers before implementation.
POPIA, Act 4 of 2013	Lawful processing of personal information, privacy notices, operator agreements, cross-border transfers, breach response.	Every entity that processes personal information of identifiable, living natural persons.
Broad-Based BEE Act 53 of 2003 + Codes of Good Practice	Transformation policy and procurement preferences across ownership, management control, skills development, and enterprise and supplier development.	Any business tendering for public-sector or large-corporate procurement.

A commercial lawyer’s first job is to map these instruments onto the specific transaction or document in front of you — flagging which provisions actually apply and which can be safely set aside, before drafting begins.

What to Look for When Choosing a Commercial Lawyer in South Africa

• Specialist commercial experience. Not a generalist who occasionally drafts a contract; the attorney should regularly handle the kind of work you need, whether that is M&A, B-BBEE structuring, governance, or day-to-day contract review.
• Statutory fluency. Current working knowledge of the Companies Act 71 of 2008, King IV, POPIA, the Consumer Protection Act, and the Competition Act 89 of 1998 — not just historical familiarity with whichever statutes were current on the day of admission.
• Practical, plain-spoken advice. Clients of Burger Huyser consistently praise the firm for honest cost conversations and for not “selling false hope.” A commercial lawyer should similarly give realistic prospects on a deal, not optimistic estimates, at the first consultation.
• Cross-functional reach. Commercial matters rarely sit in isolation; the firm should be able to pull in tax, labour, intellectual property, and litigation colleagues without outsourcing to a third party.
• Direct principal access. Corporate work is partner-grade work; avoid firms that route every interaction through candidate attorneys with no partner visibility.

Burger Huyser is set up around exactly these criteria — J’Retha van Rensburg and Mari Köhne run the commercial work with cross-functional reach into the firm’s tax, IP, labour, and litigation practices, and Mari Köhne is also referenced positively in client reviews for the same plain-spoken advice the firm is known for.

Comparing Burger Huyser to the Big-Firm Commercial Practices

The Legal 500 directory ranks the top South African corporate and M&A practices in tiers (Bowmans, Cliffe Dekker Hofmeyr, ENSafrica, Webber Wentzel, and Werksmans in Tier 1). These firms advise JSE-listed corporates and handle mega-deals; Burger Huyser is set up to serve a different layer of the market:

Dimension	Tier 1 Big Full-Service Firms	Burger Huyser (Multi-Specialist Firm)
Typical client	JSE-listed corporates, multinationals, large parastatals	SMEs, owner-managed businesses, mid-market companies
Engagement style	Large team, multiple partners, formal processes	Direct partner access, personalised service, plain-spoken advice
Strengths	Top-tier M&A, Equity Capital Markets, JSE listings, cross-border mega-deals	Contract drafting, governance, day-to-day commercial counsel, dispute avoidance
Pricing profile	Premium hourly rates, often six-figure mandates	Per-matter or per-file fees, quoted up front after an initial review
Cross-functional depth	Deep specialisation across every sub-discipline	In-house depth across most areas (commercial, tax, labour, IP, litigation, family law)

The practical gap this fills is the Gauteng SME or owner-managed company that needs a shareholders’ agreement drafted, a lease reviewed, a contract dispute clause tightened, or a sale-of-business supported by an attorney they can reach on the phone — without the overhead of a Tier 1 firm or the risk of a sole-practitioner with limited bench depth.

Practical Considerations: Cost, Timeline, What to Bring

Aspect	What to expect
Cost	Burger Huyser quotes on a per-matter or per-file basis after the initial review, with transparent cost conversations up front. Hourly rates apply for ongoing corporate-secretarial and ad-hoc advisory work.
Contract drafting timeline	Typically one to three weeks, depending on the complexity of the document and the speed of counterparty negotiation.
Company registration (CIPC)	Usually five to ten working days, depending on CIPC queue and name-reservation turnaround.
Due-diligence reviews	Two to six weeks, depending on the size of the target, the number of workstreams, and the responsiveness of the seller.

What to Bring to the First Consultation

1. The existing contract or draft, if any.
2. The company’s Memorandum of Incorporation (MOI).
3. The latest CIPC COR14.3 certificate (company-registration confirmation).
4. A list of the current directors and shareholders.
5. The prior two years of financial statements.
6. Any prior board or shareholder resolutions relevant to the matter.

Frequently Asked Questions

What does a commercial lawyer do?

A commercial lawyer helps a business set up the right legal structure, draft and negotiate key contracts (shareholders’ agreements, leases, sale-of-business agreements, NDAs), manage shareholder and board matters, and meet its ongoing statutory and regulatory obligations under the Companies Act 71 of 2008, the Consumer Protection Act, POPIA, the Competition Act 89 of 1998, and (where applicable) the Broad-Based BEE Act and the King IV Report on Corporate Governance. Commercial lawyers also support transactions such as acquisitions, disposals, and restructurings, and identify legal risks before they become disputes.

How much does a commercial lawyer cost in South Africa?

Fees depend on the scope of the work and the complexity of the matter. Burger Huyser Attorneys quotes on a per-matter or per-file basis after the initial review, with a transparent cost conversation up front rather than a loose pre-engagement estimate. The firm carries a 4.8/5 average across 250+ Google reviews (Trustindex verified “Top Rated Law Firm in South Africa”) and is recognised for honest conversations about cost and case prospects.

What’s the difference between a commercial lawyer and a corporate lawyer?

In South African practice the two terms are used largely interchangeably and both fall under the broader heading of business law. “Commercial” tends to emphasise transactional and contract work (drafting, reviewing, negotiating), while “corporate” tends to emphasise the underlying company-law work (formation, governance, M&A, restructurings). Burger Huyser’s Commercial Law & Contracts practice covers both, with overlap into the firm’s general litigation practice when commercial disputes escalate.

Do I need a commercial lawyer for a small business?

Yes, even small and owner-managed businesses benefit from having a commercial lawyer draft their foundational documents — shareholders’ agreements, lease agreements, customer terms and conditions, and employment contracts. These are the documents that, when poorly drafted, become the source of disputes years later. A one-off engagement for foundational drafting is materially cheaper than litigating a poorly drafted contract.

Where is Burger Huyser Attorneys’ commercial law team based?

The commercial law and contracts practice is led from the firm’s Linden (Randburg) head office at 49 First Avenue, Linden, Randburg, 2194 (tel 011 888 0246), with J’Retha van Rensburg as the Specialist Consultant for Commercial Law & Contracts and Mari Köhne as admitted attorney in Commercial Law. The firm supports clients from this base and across all Gauteng branches — Sandton, Pretoria (Menlyn), Centurion, Bedfordview, Alberton, Midrand, and Roodepoort.

Can Burger Huyser handle mergers and acquisitions?

Yes — the firm’s commercial law and contracts practice handles acquisitions and disposals at the SME and mid-market level, including heads of terms, due-diligence coordination, sale agreements, and post-transaction integration. Where matters require listed-company or cross-border specialisation at mega-deal scale, the firm will refer or partner with appropriate specialist counsel rather than overstating capacity.

Supporting Gauteng SMEs and Mid-Market Companies

Commercial law in South Africa is a national practice governed by the Companies Act 71 of 2008 — there is no separate provincial commercial law, and contracts are interpreted under one national legal system. What varies by location is the practical profile of the client base and the proximity of the firm to where deals are signed, contracts are negotiated, and disputes are filed. Burger Huyser operates from its head office at 49 First Avenue, Linden, Randburg, 2194 (011 888 0246), with branches across Gauteng — Sandton, Pretoria (Menlyn), Centurion, Bedfordview, Alberton, Midrand, and Roodepoort — which lets the firm support commercial matters wherever in Gauteng the client or the transaction sits. The CIPC (cipc.co.za) remains the authoritative source for company registration, annual return filing, beneficial-ownership disclosure, and the published Memorandums of Incorporation that govern how every South African company is constituted and run.