Share Restructuring & Sale of Shares in South Africa
KERN Advisory assists South African companies and shareholders with share restructurings and the sale or transfer of shares. We provide practical guidance throughout the transaction, from reviewing the existing ownership structure and proposed transaction to preparing the required corporate documentation and updating the company's share records.
Share Restructuring and Share Sale Transactions
Changes in the ownership of a company may involve the restructuring of existing shareholdings, the sale or transfer of shares between shareholders, or the introduction of a new shareholder through a transaction involving existing shares. KERN Advisory assists companies and shareholders with structuring and documenting these transactions. We consider the existing shareholding structure, the proposed transaction and the corporate requirements necessary to implement the change and accurately record the resulting ownership position. Where appropriate, our assistance can also include independent valuations relating to share disposals, providing an additional basis for considering the value of shares involved in the proposed transaction.
Share Transactions We Assist With
1. Share Restructuring
Assisting companies and shareholders with the reorganisation of existing shareholdings where the ownership structure needs to be changed to achieve an intended corporate or commercial outcome..
2. Sale & Transfer of Shares
Assisting with transactions involving the sale or transfer of existing shares between shareholders, incoming investors or other parties, including the corporate steps required to implement and record the change in ownership.
3. Introduction or Exit of Shareholders
Assisting where an existing shareholder is exiting the company or a new shareholder is acquiring an interest through the purchase or transfer of existing shares, including the resulting changes to the company's ownership structure and corporate records.
Our Share Transaction Process
01
Review of the Existing Shareholding
We review the company's existing shareholding structure, share register, relevant incorporation documents and the proposed transaction to establish the current ownership position and intended outcome.
02
Transaction Structure & Requirements
We consider how the proposed sale, transfer or restructuring should be implemented and identify the corporate approvals, existing shareholder arrangements and tax implications relevant to the transaction.
03
Transaction Documentation & Implementation
We assist with preparing the corporate documentation required to implement and record the transaction, including the relevant resolutions and supporting share transfer or restructuring documentation.
04
Updated Shareholding Records
Following implementation of the transaction, we assist with updating the share register, share certificates and relevant corporate records so that they accurately reflect the resulting ownership structure.
Independent Valuation of Share Disposals
The value attributed to shares is an important consideration in a proposed sale, transfer or restructuring transaction. Where required, KERN Advisory facilitates an independent valuation of shares forming part of a proposed disposal to assist the parties in considering the value of the shareholding involved ensuring that applicable tax implications are addressed.
The valuation is considered separately from the corporate implementation of the transaction, providing an independent assessment that adheres to South African tax laws.
Independent Assessment
An independent consideration of the value of the shares forming part of the proposed disposal facilitated by KERN Advisory through registered tax practitioners.
Transaction Support
A valuation that can be used as supporting information when shareholders consider the commercial terms of a proposed sale, transfer or restructuring that adheres to the relevant South African tax law.
Integrated Corporate Assistance
Where KERN Advisory is also assisting with the underlying share transaction, the valuation can form part of a broader process covering the proposed ownership change and the corporate documentation required to implement it.
Key Considerations in a Share Transaction
A share sale or restructuring should be considered within the company's existing corporate framework. Before implementing a transaction, it is important to consider the company's incorporation documents, shareholder arrangements, existing shareholding records and any approvals or restrictions that may affect the proposed change in ownership.
Shareholder Agreement Provisions
An existing shareholder agreement may contain pre-emptive rights, restrictions on the transfer of shares, approval requirements or other provisions that must be considered before a proposed transaction is implemented.
Memorandum of Incorporation
The company's MOI should be reviewed to identify provisions affecting the proposed transaction and determine whether any related corporate amendments may be required.
Existing Shareholding Records
The share register, existing share certificates and supporting corporate records should be reviewed to establish the current ownership position before changes are implemented.
Resulting Ownership Structure
The transaction should clearly establish the resulting shareholding position so that the company's share register, share certificates and related corporate records can be updated accordingly.
Why Choose KERN Advisory for Share Transactions?
Share transactions involve more than simply changing the name appearing on a share certificate. The existing ownership structure, shareholder arrangements, incorporation documents, corporate approvals and statutory records should all be considered when implementing a change in share ownership.
KERN Advisory approaches share restructurings and share disposals from this broader corporate perspective. We consider the existing shareholding position, the intended transaction and the documentation required to implement and properly record the resulting ownership structure.
Where required, our assistance can also incorporate an independent valuation of the shares forming part of the proposed disposal, allowing the valuation and corporate implementation aspects of the transaction to be addressed within a coordinated process.
Planning a Share Sale or Restructuring?
Whether you are restructuring an existing shareholding, selling or transferring shares, introducing a new shareholder or facilitating the exit of an existing shareholder, KERN Advisory can assist with the corporate process, transaction documentation and resulting shareholding records.