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Companies Act, 2008 (Act No. 71 of 2008)

Companies Regulations, 2011

Chapter 2 : Formation, Administration and Dissolution of Companies

Part C : Transparency, accountability and integrity of companies

25. Company financial year and accounting records

 

 

See sections 27 and 28

 

(1) A company must notify the Commission of a change in its financial year end by filing Form CoR 25.

 

(2) A company must keep accounting records in an official language of the Republic, as necessary to provide an adequate information base sufficient to—
(a) enable the company to satisfy all reporting requirements applicable to it, as set out in section 28 (1) read with section 29 (1); and
(b) provide for the compilation of financial statements, and the proper conduct of an audit, or independent review, of its annual financial statements, as applicable for the particular company.

 

(3) To the extent necessary for a particular company to comply with section 28 (1), read with section 29 (1), the accounting records of that company must include—

(a)        a record of the company’s assets and liabilities including, but not limited to—

(i) a record of the company’s non-current assets, showing for each such asset or, in the case of a group of relatively minor assets, each such group of assets-
(aa) the date the company acquired it, and the acquisition cost;
(bb) the date the company re-valued it, if applicable, and the amount of the revaluation and, if it was re-valued after the Act took effect, the basis of, and reason for, the re-valuation; and
(cc) the date the company disposed of or retired it, once it has been disposed of or retired, and the value of the consideration, if any, received for it and, if it was disposed of after the Act took effect, the name of the person to whom it was transferred;
(ii) a record of any loan by the company to a shareholder, director, prescribed officer or employee of the company, or to a person related to any of them, including the amount borrowed, the interest rate, the terms of re-payment, the material details of any breach, default or re-negotiation of any such loan; and
(iii) a record of any liabilities and obligations of the company including, but not limited to—
(aa) a record of any loan to the company from a shareholder, director, prescribed officer or employee of the company, or from a person related to any of them, including the amount borrowed, the interest rate, and the terms of re-payment, the material details of any breach, default or re-negotiation of any such loan; and
(bb) a record of any guarantee, suretyship or indemnity granted by the company in respect of an obligation to a third party incurred by a shareholder, director, prescribed officer or employee of the company, or by a person related to any of them, including the amount secured, the interest rate, the terms of re-payment, the expiry date, and the circumstances in which a company may be called upon to honour the guarantee, suretyship or indemnity;

(b)        a record of any property held by the company-

(i) in a fiduciary capacity; or
(ii) in any capacity or manner contemplated in section 65 (2) of the Consumer Protection Act, 2008 (Act No. 68 of 2008);
(c) a record of the company’s revenue and expenditures, including—
(i) daily records of all money received and paid out, in sufficient detail to enable the nature of the transactions and, except in the case of cash transactions, the names of the parties to the transactions to be identified;
(ii) daily records of all goods purchased or sold on credit, and services received or rendered on credit, in sufficient detail to enable the nature of those goods or services and the parties to the transactions to be identified; and
(iii) statements of every account maintained in a financial institution in the name of the company, or in any name under which the company carries on its activities, together with vouchers or other supporting documents for all transactions recorded on any such statement; and
(d) if the company trades in goods, a record of inventory and stock in trade, statements of the annual stocktaking, and records to enable the value of stock at the end of the financial year to be determined.

 

(4) In addition to the requirements set out above, a non-profit company must maintain adequate records of all revenue received from donations, grants, and member’s fees, or in terms of any funding contracts or arrangements with any party.

 

(5) The accounting records required to be kept by the Act and this regulation must be kept in such a manner as-
(a) to provide adequate precautions against—
(i) theft, loss or intentional or accidental damage or destruction; and
(ii) falsification; and
(b) to facilitate the discovery of any falsification; and
(c) to comply with any other applicable law dealing with accounting records, access to information, or confidentiality.

 

(6) If a company keeps any of its accounting records in electronic form, the company must—
(a) provide adequate precautions against loss of the records as a result of damage to, or failure of, the media on which the records are kept; and
(b) ensure that the records are at all times capable of being retrieved to a readable and printable form, including by converting the records from legacy to later systems, storage media, or software, to the extent necessary from time to time.

 

(7) For greater certainty, the requirements of this regulation are in addition to, and not in substitution for, any applicable requirements to keep accounting records set out in terms of any other law, or any agreement to which the company is a party.