AUE1601 Flashcards
SOL(id)VENCY TEST
ASSETS FAIRLY VALUED, ARE EQUAL TO OR EXCEEDS LIABILITIES OF THE COMPANY OR GROUP OF COMPANIES
ASSETS > LIABILITES
LIQUIDITY TEST
THE COMPANY WILL BE ABLE TO PAY ITS DEBTS AS THEY BEOME DUE
- AS THEY BECOME DUE
- IN ORDINARY COURSE OF BUSINESS,
- FOR THE PERIOD OF 12 MONTHS AFTER THE DATE OF TEST
CURRENT ASSETS > CURRENT LIABILITIES
RECKLESS TRADING
- WITH GROSS NEGLIGENCE
- FOR FRAUDULENT PURPOSE
- WITH PURPOSE OF DEFRAUDING ANY PERSON
- UNDER INSOLVENT CIRCUMSTANCES
- How long does a company have to satisfy the Commission that it should be allowed to continue operating its business, after being issued with a notice that there is reason to believe that the company is conducting its business recklessly? - 20 DAYS
FINANCIAL STATEMENTS
- WITHIN 6 MONTHS AFTER YEAR END
- COMPLY WITH THE STANDARD OF FINANCIAL REPORTING
- MUST PROVIDE REASONABLE REPRESENTATION OF THE COMPANIES BUSINESS
- MUST EXPLAIN THE FINANCIAL POSITION AND TRANSACTION OF THE COMPANY
- MUST STATE IF THE FINANCIAL HAVE BEEN AUDITED / REVIEWED / NEITHER
- MUST STATE THE NAME AND CAPACITY OF THE PERSON WHO PREPARED THE FINANCIALS
- MAY NOT BE INCOMPLETE FALCE OR MISLEADING.
ANNUAL FINANCIAL STATEMENTS TO BE AUDITED
- SOC
- LTD
- PERSON WHO HOLDS ASSETS IN A FIDUCIARY CAPACITY > 5 MILLION
- PIS SCORE > 350
- 100 - 350 - AFS INTERNALLY COMPILED
PUBLIC INTEREST SCORE
P - LEASE CERTAIN CONDITIONS
I - INTEREST THE PUBLIC AT LARGE
S -SUM OF POINT ALLOCATED TO CERTAIN ATTRIBUTES
- EVERY 1 MILLION TURNOVER
- EVERY 1 MILLION THIRD PARTY
- EVERY SECURITY HOLDER ( SHAREHOLDER )
- EVERY EMPLOYEE
350> - RA
100 - 350 - INTERNALLY COMPILED - AUDITED
100 - 350 - AFS EXTERNALLY COMPILED / SHAREHOLDERS NOT ALL DIRECTORS - INDEPENDENT REVIEW
- OWNER MANAGED - NO REVIEW
100 < SHARE YES - NO REVIEW
100 < DIRECTORS - NO - MUST BE REVIEWED
FINANCIAL RECORDS
- ACCURATE AND COMPLETE ACCOUNTING RECORDS
- MOI
- DIRECTORS DETAILS
- AGM DETAILS
- AFS - 7 YEARS
- NOTICE AND MINUTES
- COMMUNICATIONS
- RESOLUTIONS
MOI
- AFS AUDIT VOLUNTARILY
- NOTICE OF MEETING
- FOUNDING COMPANY DOCS
- LONGER OR SHORTER NOTICE
- CANNOT EXCLUDE ACT
- SPECIAL RESOLUTION
- STRICTER REQUIREMENTS
RELATIONS
CONSANGUINITY - BY BLOOD
AFFINITY - BY MARRIAGE
RELATED
- MARRIED / LIVING TOGETHER - SEPERATED BY 2ND DEGREE
- TO JURISTIC PERSON - DIRECTLY / INDERECTLY
- JURISTIC PERSON - JURUSTIC PERSON - CONTOL EACH OF THE BUSINESS OF OTHER
- SUBSIDAIRY OF OTHER
- DIRECTLY / INDIRECTLY CONTROL EACH OF THEM / BUSINESS
-
PROFIT COMPANIES
STATE OWNED COMPANIES
- OWNED BY MUNICIPALITIES
PUBLIC
- UNRESTRICTED TRANSFERABLE OF SHARES
- MIN 1 INCORPORATOR MIN
- 3 DIRECTORS
- MUST APPOINT SECRETARY
PTY LTD
- LESS DISCLOSURE
- TRANSFERABILITY OF SECURITY RESTRICTED
- MIN 1 INCORPORATOR
- MIN 1 DIRECTOR UNLESS MOI SAYS DIFFERENT
NPC
- MEETS CRITERIA OF PTY LTD
- MOI STATES IT IS PERSONAL LIABILITY COMPANY
SHARE BUY BACK
- COMPANY SUBSIDIARY MAY BUY BACK THE SHARES OF THE COMPANY
- AUTHORIZED BY A BOARD RESOLUTION OF THE COMPANY / SUBSIDIARY COMPANY
- UNLESS IF THE SHARES ARE BOUGHT BACK FROM A DIRECTOR OR FROM PRESCRIBED OFFICER OR A PERSON RELATED TO A DIRECTOR OR PRESCRIBED OFFICER THEN A SPECIAL RESOLUTION IS REQUIRED
- AFTER THE SHARES ARE BOUGHT BACK THERE MUST STILL BE SHARES IN ISSUE OF THE SAME CLASS AND TYPE
- ALL SUBSIDIARIES OF THE COMPANY MAY NOT IN AGGREGATE HOLD MORE THAN 10 % OF THE SHARES OF THE COMPANY
- SUBSIDIARY MAY NOT EXERCISE VOTING RIGHT IN TERMS OF THESE SHARES
WHISTLEBLOWER PROTECTIONS
- SHAREHOLDERS
- DIRECTORS
- COMPANY SECRETARY
- PRESCRIBED OFFICERS
- EMPLOYEES - TRADE UNIONS - OTHER REPRESENTATIVES OF EMPLOYEES
- SUPPLIER OF GOODS / SERVICES - EMPLOYEES OF SUCH SUPPLIERS
REGISTERED AUDITOR
XXX MUST NOT BE
- DIRECTOR / PRESCRIBED OFFICER OF THE COMPANY
- AN EMPLOYEE / CONSULTANT WHO HAS BEEN ENGAGED FOR MORE THAN 1 YEAR IN THE MAINTENANCE OF FINANCIAL RECORDS / PREPARATION OF FINANCIAL STATEMENTS OF THE COMPANY
- DIRECTOR / OFFICER / EMPLOYEE OF THE COMPANY SECRETARY
- A PERSON INVOLVED IN PERFORMANCE DUTIES OF AN ACCOUNTANT / BOOKKEEPER OR SECRETARIAL WORK FOR THE COMPANY.
- A PERSON WHO AT ANYTIME DURING THE 5 FINANCIAL YEARS PRECEDING THE DATE OF APPOINTED
- A PERSON RELATED TO ANY OF THE ABOVE
- ASCERTAIN THAT THE AUDITOR DOES NOT RECEIVE ANY DIRECT/ INDIRECT REMUNERATION OTHER THAN AS AN AUDITOR.
COMPANY SECRETARY
MANDATORY APPOINTMENTS - PUBLIC COMPANY - STATE OWNED - MOI REQUIRED
40 DAYS AFTER INCORPORATION MUST BE APPOINTED
10 DAYS NOTICE TO CIPC
60 DAYS AFTER VACANCY HAS RISEN MUST BE FILLED
- JURISTICTION PERSON / PARTNERSHIP
- MUST BE SA RESIDENT
REMOVAL
- 1 MONTH WRITTEN NOTICE
- 1 MONTH APPROVED BY BOARD
- STATEMENT OF REASONABLE LENGHT IN AFS SETTING SECRETARY OPION ON THE REMOVAL CIRCUMSTANCES.
APPOINTMENT OF AUDITOR
- AUDIT COMMITTEE IS REQUIRED TO APPOINT AN AUDITOR
- AUDIT COMMITEE - 3MEMBERS MUST BE DIRECTORS
- AUDIT COMMITEE IS REQUIRED TO ENSURE THAT THE AUDITOR IS INDEPENDENT
