Ruling from the grave: Armani’s final legacy

With Giorgio Armani’s passing came the unveiling of something unexpected: not a final collection of red-carpet masterpieces, but a set of meticulously tailored legal instructions.

In death, Armani is still directing the show. In his will, the fashion legend instructed that a 15% stake in the Armani Group be sold within 18 months, with a further 30%-54.9% to follow within five years, or alternatively for the company to be listed. It raises a deeper question: how much power can – or should – a business owner wield from the grave?

It depends on the structure of the business and its location.

In South Africa, a sole proprietorship or partnership has no separate legal personality. The business ends with the owner’s passing, so conditions like Armani’s cannot be imposed. With an incorporated business, however, there is more room to “rule”.

If a company is registered as a (Pty) Ltd, it doesn’t end when the owner dies. Companies and close corporations are separate legal entities, so the business carries on. The heirs inherit the shares, but control remains with the board and management, who run the company according to its rulebook – the memorandum of incorporation and articles of association.

The right to rule

“Ruling from the grave” is complex and riddled with hurdles. What if heirs refuse to sell? The memorandum and articles of association must be updated to allow for provisions such as Armani’s. The will must also spell out what happens if the sale does not take place. Without alternatives, the condition may collapse – leaving heirs free to ignore the testator’s wishes.

For example: “I bequeath all my shares in ABC (Pty) Ltd to my daughter Juliet on condition that within two years she sells 25% of the shares at fair market value. If she does not, the company must buy back the shares at a 10% discount and resell them by public tender, as provided for in the company’s articles of association …”

While a will can bequeath a business to heirs, a more effective tool is a buy-and-sell agreement, often referred to as a “business will”. This obliges the estate to sell the shares on death and requires partners or third parties to buy them at an agreed or determinable price. It provides a smoother succession plan – heirs receive the proceeds through the estate without being dragged into the business.

These agreements are typically backed by life insurance, giving the buyer tax-exempt funds to pay the estate. Because it is a binding contract, the executor must carry out its terms.

Family succession

Including family in succession planning requires careful thought. Some professional practices, such as medical or legal firms, cannot be inherited by non-professionals. Financial advice is essential.

Alignment is critical. Your personal will and your business agreements must speak to each other. If a contract says shares must be sold to a partner, but the will leaves them to a family member, disputes are almost inevitable.

Problems can also arise when heirs assume that ownership gives them the right to “call the shots”. This can antagonise management, clash with directors and, in the worst cases, cripple a company. Often, the most practical solution is a lump-sum inheritance from selling the shares, rather than placing unprepared relatives into the business.

When there is no clear plan – or a complicated long-term “ruling from the grave” provision – estates can take years to wind up, leaving executors to manage the fallout alongside families, staff and clients. If a business owner has a vision for continuity, it should be embedded in the company’s culture and governance while they are alive, not left to be enforced after they are gone.

The 2025 Sanlam Legacy Wills Survey shows that only 34% of South Africans have a will, and of those, 45% have not shared its contents with their families. Just a third of parents surveyed report having wills, despite 10% of respondents owning businesses or equity.

The consequences of not having a will are profound. Without clear instructions, estates can be tied up in lengthy legal processes, assets may be frozen, and families left in limbo. Businesses risk losing continuity if heirs cannot – or do not want to – manage them. Shares could end up with minor children or unqualified heirs, with disastrous results for both family and company.

Too many South Africans avoid these difficult conversations. Talking about wills may be uncomfortable, but avoidance creates uncertainty. Families left in the dark may fight, and the very assets meant to protect them can become a source of conflict.

South Africa’s small businesses are the engines of our economy. The Armani case is a reminder that succession planning is not only a legal formality – it’s about safeguarding livelihoods.

David Thomson is a senior legal adviser at Sanlam Trust.

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