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Navigating Business Rescue and Liquidation: The PFC Properties Case Explained

Liquidation vs Business rescue

PFC Properties (Pty) Ltd V Commissioner, South African Revenue Service And Others 2024 (1) SA 400 (SCA)

In a recent ruling that garnered attention, PFC Properties (Pty) Ltd found itself amid a challenging legal scenario involving its appeal against a final winding-up order and the dismissal of its business rescue application. This case sheds light on the complexities of business rescue procedures and the potential for abuse within the process.

What Led to the Appeal?

PFC Properties lodged an appeal following two key decisions: the final order for its winding-up by the Court as sought by SARS and the dismissal of its application for business rescue.

Delving into Business Rescue vs. Liquidation

Business rescue is a procedure aimed at facilitating the rehabilitation of a financially distressed company. It’s about constructing a plan to restructure the business, allowing it to return to a healthy state. On the flip side, winding-up or liquidation is the process where a company is brought to an end, and its assets are sold off to pay creditors.

The Court’s Analysis

The crux of the court’s analysis was whether the business rescue application by PFC was filed in good faith, with the genuine intent to rehabilitate the company, or if it was simply a tactical move to impede the winding-up process initiated by SARS.

The Findings

The Supreme Court of Appeal (SCA) found that the business rescue application by PFC Properties was indeed an abuse of process. The court pointed out that the application lacked a sincere intention to see the process through and was primarily aimed at stalling the winding-up proceedings.

Key Takeaways from the Judgment

  1. Purpose of Business Rescue: The court emphasized that business rescue proceedings should be a pathway to solvency, not a tool for delay or evasion from creditors.
  2. Abuse of Process: The SCA condemned the misuse of litigation for purposes other than resolving genuine disputes or restoring company health.
  3. Outcome: The appeal was dismissed with costs, solidifying the stance that the courts will not tolerate the misuse of business rescue mechanisms.

Implications for Companies and Creditors

This judgment sends a clear message to corporates that courts are vigilant against the abuse of legal processes. Companies must engage in business rescue with authentic intentions and feasible plans for recovery. For creditors, it is a reminder that the courts will uphold their rights against debtor companies seeking to misuse the system.


  1. What is business rescue?
    • Business rescue is a legal process aimed at helping financially distressed companies to reorganize and restore solvency.
  2. What does ‘abuse of process’ mean?
    • Abuse of process refers to the misuse of legal procedures for purposes other than what they were intended for, often to delay legal actions or for other ulterior motives.
  3. What was the outcome of PFC Properties’ case?
    • The appeal was dismissed, and it was ruled that the business rescue application was an abuse of process, used to delay the winding-up.
  4. Can a business rescue application be made to avoid liquidation?
    • While it is a mechanism that could temporarily halt liquidation, it should not be used solely for avoidance. The intent must be to genuinely restore the company to financial health.
  5. What does this case mean for other companies considering business rescue?
    • It serves as a cautionary tale that business rescue should be pursued with genuine intentions and that the courts will not allow it to be used as a strategy to evade creditor claims or liquidation.


The SCA’s decision in PFC Properties’ case emphasizes the importance of integrity in the pursuit of business rescue. It highlights the courts’ commitment to preventing the misuse of legal systems and ensuring that the business rescue process remains a credible and legitimate avenue for companies in distress.

For a detailed legal discussion and case analysis, it’s crucial to consult with legal professionals who can offer expert guidance tailored to specific circumstances.


The information provided in this blog does not constitute legal advice and is intended for informational purposes only. Legal decisions should be made after consulting with qualified legal professionals.

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