Spring cleaning: the work nobody pays you for, until it is the only work that pays

Today is Spring Day. In most South African households that means open windows, empty cupboards, and a pile on the lawn of things nobody has used since 2019.

Businesses need the same treatment and almost never get it.

Here is why. Every founder is running two businesses at once.

The first one keeps the lights on this month. Invoices out, work delivered, salaries paid, the client who needs the thing by Friday. The second one keeps the lights on in five years. The structures, the records, the contracts and the ownership that decide whether the business can raise money, survive a dispute, or be sold.

The first business has creditors. It phones you. Its deadlines are set by other people. It also pays you, this month, in money you can see.

The second business pays you nothing, and nobody chases it. No one sends an invoice for the shareholders' agreement that was never signed. There is no penalty notice for the contractor who wrote your core code without an IP assignment. The cost arrives later, and it arrives on the worst possible day: mid due diligence, mid dispute, mid acquisition.

That asymmetry is the whole problem. Working in the business is enforced by other people. Working on the business is enforced by you, or by nobody.

What actually goes wrong

The pattern we see most often in deal work is not fraud or bad faith. It is drift. The company was set up properly in year one. Then the business changed, and the paperwork did not.

Two founders became three, and the third has an email confirming her equity and nothing else. The terms and conditions on the website are the version written before the product changed. Half the people on the payroll signed contracts describing roles none of them still do. The developer who built the platform was a contractor, and the contract says nothing about who owns the code.

None of that stops a business from trading. All of it stops a deal.

The spring clean

Set aside two hours. Not a week. Two hours, a notepad, and six questions.

1. Is the company clean at CIPC? Annual returns fall due within 30 business days of the anniversary of incorporation, and the beneficial ownership register is filed with them. While you are in there, check that the registered address, the directors and the contact details are current and not the ones from your first office.

2. Does the securities register match reality? Not the cap table in the pitch deck. The register. If someone was promised shares, establish whether they were actually issued and whether the paperwork exists.

3. Who owns the intellectual property? Every founder, employee and contractor who has touched the product needs a signed assignment. Where the brand carries value, ask whether the mark is registered or whether the business has only been using a logo and hoping.

4. Are the contracts you use the contracts you signed? Open the terms and conditions on your website and read them against what you sell today. Do the same for your standard service agreement and your quotes.

5. Do the employment contracts describe the jobs people are doing? Look closely at anyone who invoices you monthly, works only for you, keeps your hours and uses your equipment. In law, that is an employee, whatever the invoice says.

6. What renews without you? List every agreement that renews automatically and put the notice deadline in your calendar today. Renewal windows are missed quietly and they cost real money.

The obvious objection

"I do not have two hours. I have a business to run."

That is the point. You will never have the two hours, because nothing in your inbox will ever create them for you. The work that protects the business is never urgent until it is catastrophic. The only defence is to schedule it the way you schedule a client deadline, with a date attached and no flexibility.

Once a year is enough. September is as good a month as any and better than most, because the calendar already puts the idea in your head.

The point

Keeping the lights on and keeping them on for a decade are two different jobs competing for the same hours. The first pays you every month and will always win on urgency. The second pays you nothing for years, and then, on the day someone values the business or a dispute lands, it is the only work that pays.

Work through the six questions this week. Where the audit turns up a gap, close it: our attorney-drafted company records, IP assignment and employment contract templates are built for exactly these fixes. Find them here.

The StartUp Legal is a legal consultancy and not a law firm under the Legal Practice Act 28 of 2014. In practice that means no trust account, no client funds and no litigation: our work is advisory, drafting and negotiation. This article is legal information, not legal advice, and is accurate as at 1 September 2026.