The Mandatory Compliance Checklist

Written on 08/12/2021
Nexia SAB&T

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.
Should you require professional advice in this regard, please do not hesitate to contact our offices.

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