Summary:
The Companies and Intellectual Property Commission (CIPC) has issued a Guideline on the requirement s when filing a Prospectus.
Article:
CIPC endeavours to provide for the capitalisation of profit companies, to provide appropriate legal redress for investors and third parties with respect to companies whilst at the same time providing for a regime of business regulation.
In this endeavour to improve regulation with the aim of providing a safer business investment environment, CIPC draws attention to the documentation and reporting requirements during the following steps in the process of registering a prospectus:
When registering a draft prospectus
When registering the final prospectus
After registration of prospectus (at close of offer & 6 months after close of offer)
With regards to the original letters of consent, all provisions as per Section 28 of the Electronic Communications and Transactions Act and Section 6(13) of the Companies Act, or alternative methods for attaching signatures to documents submitted to CIPC would apply.
Relevance to Auditors, Independent Reviewers & Accountants:
The Companies Act and Regulations is yet another piece of legislation that your clients must comply with, and which you must assess compliance with. If they don’t comply with the relevant laws and regulations, you have certain reporting obligations in terms of NOCLAR (NOn-Compliance with Laws And Regulations) – this could include reporting to management, qualifying your audit opinion, reporting a Reportable Irregularity, etc.
As an auditor, independent reviewer and accountant, you also need to monitor your client’s compliance with the Companies Act and all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.
Company Secretarial staff play a critical role in bridging the gap between entities and CIPC. As legislation, regulations and tax law are continuously changing and evolving, it is of utmost importance for companies and company secretarial practitioners to keep abreast of such changes in so that companies continue to meet their compliance obligations.
Where you perform these compliance tasks on behalf of your client, you need to ensure that you comply with all relevant notices/enforcements/practice notes/customer letters/guidance issued by CIPC as the regulator – especially with regards to prospectus filing requirements.
Relevance to Your clients:
An entity (company or close corporation) has a duty to comply with the Companies Act, and all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.
Your clients should also be aware of relevant guidance that is issued by the CIPC – especially with regards to prospectus filing requirements.
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