Companies Act Self-Assessment

1. Do you keep your Memorandum of Incorporation and amendments, and a register of current and past directors?

(Companies Act s24(3))

2. Do you keep minutes and resolutions of board, committee and shareholder meetings, and notices of shareholder meetings, for seven years?

The Act requires these to be kept for seven years after the meeting or resolution, or longer if other law says so. (Companies Act s24(1), (3))

3. Do you keep your accounting records for the current financial year and the previous seven completed financial years?

(Companies Act s24(3))

4. Do you keep a securities register (a register of who holds the shares and how many) and update it when shares move?

(Companies Act ss 24(4), 50)

5. Do you keep a register of the people who hold beneficial interests in your shares, and update it when they change?

(Companies Act s56(7))

1. Do you file an annual return with the CIPC after each anniversary of your incorporation?

(Companies Act s33(1))

2. Does your annual return include the securities register and the beneficial interest register, and the financial statements if the Act requires them to be filed for your company?

The annual return must carry a copy of the securities register and of the register of disclosure of beneficial interest. Financial statements are filed for public and state-owned companies and for others whose public interest score is above the limit. (Companies Act s33(1))

3. Do you name a director, employee or other person in each annual return who is responsible for the company's compliance?

(Companies Act s33(3))

4. Do you file your beneficial ownership declaration with the CIPC and update it when it changes?

Beneficial ownership filing is enforced by the CIPC, and reports gave different dates for when deferral ended. Check the current CIPC notice. (Companies Regulations, CIPC notices)

5. Do you keep your registered office, directors and contact details at the CIPC up to date?

(Companies Act s23)

1. Do you prepare annual financial statements within six months after the end of your financial year?

Where an annual general meeting needs earlier notice, a shorter period applies. (Companies Act s30(1))

2. Do you know whether your statements must be audited or independently reviewed, and have you had the right one done?

Public companies must be audited. Other companies are audited if the regulations require it (public interest score) or the MOI or board decides, and otherwise may be independently reviewed. A company whose shareholders are all directors is exempt, unless the regulations require an audit. (Companies Act s30(2), (2A), Regulations 28 and 29)

3. Are your statements approved by the board and signed by an authorised director, with a directors' report, and presented to the shareholders?

(Companies Act s30(3))

4. Does the board check that the company is solvent and liquid before it pays dividends or other distributions to shareholders?

(Companies Act ss 4, 46)

5. Does the board check solvency and liquidity before giving a loan, guarantee or other financial assistance to a director, a related company or a shareholder?

(Companies Act s45)

1. Do your directors act in good faith, for a proper purpose and in the best interests of the company, with the care, skill and diligence expected of someone in their role?

(Companies Act s76(3))

2. Do your directors avoid using their position or company information to benefit themselves, and tell the board promptly of information that is material to the company?

(Companies Act s76(2))

3. Do directors disclose any personal financial interest in a matter and stay out of the decision on it?

(Companies Act s75)

4. Is the company never run recklessly, with gross negligence, or with the intent to defraud, including trading while it cannot pay its debts?

(Companies Act s22)

5. Are all your directors eligible to serve (for example not an unrehabilitated insolvent, not disqualified by a court or convicted of the offences listed)?

(Companies Act s69)

6. If you are required to have a social and ethics committee, or an audit committee, have you appointed one with the required members and does it report?

Public and state-owned companies must have a social and ethics committee; others only where the regulations or their score require it. It needs at least three members. A private company may apply to the Tribunal for exemption. (Companies Act ss 72, 94, Regulation 43)

7. If a director or prescribed officer is claimed to have breached the law, do you understand they can be personally liable, and have you considered director's insurance cover?

(Companies Act s77)