The Companies and Intellectual Property Commission (hereinafter referred to as “the Commission”) is tasked with ensuring, monitoring and enforcing compliance with the Act. In pursuance of this function, the Commission requires that a mandatory Compliance Checklist be completed and submitted by all categories of companies whose annual financial statements are audited or independently reviewed. This requirement does not apply to a Close Corporation. The checklist is required to be submitted within 30 business days after the anniversary of the company’s date of incorporation. The period for which the company declares its compliance is to be known as its “Compliance Year”, and is aligned to the anniversary date of its incorporation.
The Checklist requires that the company declare its compliance status to certain Sections, Regulations and Schedule 1 of the Act, as follows:
Section 4: Solvency and Liquidity
Section 15: Memorandum of Incorporation (MOI), shareholder agreements and rules
Section 26: Access to company records
Section 27: Financial year of company
Section 28: Accounting records
Section 29: Financial Statements
Section 30: Annual Financial Statements
Section 32: Use of company name and registration number
Section 33: Annual Return
Section 44: Financial assistance for subscription of securities
Section 45: Loans or other financial assistance to directors
Section 50: Securities Register and numbering
Section 61: Shareholders meeting
Section 66: Board, directors and prescribed officers
Section 69: Ineligibility and disqualification of directors/prescribed officers
Section 70: Vacancies on board
Section 72: Board committees
Section 86: Mandatory appointment of company secretary
Section 90: Appointment of auditor
Section 92: Rotation of auditor
Section 94: Audit committees
Regulation 21: Registered office of the company
Regulation 43: Social and Ethics Committee
Schedule 1: Provisions concerning Non-Profit companies
It is ultimately the responsibility of the directors to ensure compliance and completion of the Checklist. Any person who completes it incorrectly or fraudulently can be held responsible, as follows:
Section 215(2)(e): a person commits an offence who knowingly provides false information to the Commission
Section 216((b): any person convicted of an offence is liable to a fine or to imprisonment for a period not exceeding 12 months, or to both a fine and imprisonment.
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