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CONTENTS
1. Member’s guide- overview
2. SAIPA working papers
3. Duties in terms of the CC Act
6. Business Rescue
4. Independent Accounting Professional
5. Independent reviewer
Close Corporations Act 69 of 1984
Members appoint an Accounting
officer
Prepare and present AFS
Duty to report financial
irregularities –trading when
insolvent
Section 59 – Appoint an AO on the date of registration. Vacancy must be filled within 6 months
Section 58Statement of Financial PositionStatement of comprehensive income
Accounting Officers report – ISRS 4400 agreed upon procedure
Duties of the Accounting officer
The accounting officer of a corporation shall, not later than six months after completion of the annual financial statements:
Determine whether the annual financial statements are in agreement with the accounting records of the corporation;
Review the appropriateness of the accounting policies represented to the accounting officer as having been applied in the preparation of the annual financial statements;
If during the performance of his duties an accounting officer becomes aware of any contravention of a
provision of this Act
Describe the nature of the contravention in his report.
If during the performance of his duties an accounting officer becomes aware of any contravention of a
provision of this Act
Where an accounting officer is a member or employee of a corporation, or is a firm of which a partner or employee is a member or employee of the corporation, his report shall state that fact.
Report to CIPC If:
Has reason to believe, that the corporation is not carrying on business or is not in operation and has no intention of resuming operations in the foreseeable future; or
Report to CIPC If:
During the performance of his duties finds-
that any change, in respect of any particulars mentioned in the relevant founding statement has not been registered;
that the annual financial statements indicate that as at the end of the financial year concerned the corporation's liabilities exceed its assets; or
Report to CIPC:
That the annual financial statements incorrectly indicate that as at the end of the financial year concerned, the assets of the corporation exceed its liabilities, or has reason to believe that such an incorrect indication is given,
Duties of accounting officers
If an accounting officer of a corporation has reported to the Commissioner (CIPC) that the AFS indicate that as at the end of the financial year the corporation's liabilities exceed its assets
and he finds that any subsequent financial statements of the corporation concerned indicate that the situation has changed or has been rectified
and that the assets concerned then exceed the liabilities or that they no longer incorrectly indicate that the assets exceed the liabilities or that he no longer has reason to believe that such an incorrect indication is given, as the case may be,
Must report to the Registrar accordingly.
12
Companies Act 71 of 2008
Independent Accounting Professional – Compilation
report ISRS 4410
Business Rescue Practitioner – Chapter
6
Independent reviewer –IR report ISRE 2400
1. Is the company a public company or astate-owned company?
2. Is company a private company andcontrols fiduciary assets >R5m?
Yes Audit
No
Application of PIS to PrivateCompanies and CCs
Owner Managed
Greater/= than 350 PIS
Yes
No
Audit
No Audit/No
IR
Non-Owner Managed
Less than 350 PIS and greater/equal to than
100 PIS
Independent Review
Int Ext
Less than 100 PIS
Is entity CCYes
Acc Officer Non CA/CA
CA
Greater/= than 350 PIS
Less than 350 PIS and greater/equal
to than 100 PIS
EXT
INT
OM < 100No Aud/IRDuties of Acc Off
Public Interest Score Non owner managed
Public Interest Score Financial Reporting Standard Audit Independent
Review
Independent
Accounting
Professional’s
Report
PIS ≥ 350 IFRS / IFRS for SMEs YES NO YES
PIS ≥100 and < 350 and
AFS were internally
compiled
IFRS / IFRS for SMEs YES NO YES
PIS ≥ 100 and < 350 and
AFS independently
compiled
IFRS / IFRS for SMEs NO YES YES
PIS < 100 and AFS
independently
compiled
IFRS / IFRS for SMEs NO NO YES
PIS < 100 and AFS
internally compiled
The Financial Reporting Standard as
determined by the company for as
long as no Financial Reporting
Standard is prescribed
NO YES YES
15
Public Interest ScoreOwner managed
Public Interest Score Financial Reporting Standard Audit Independent
Review
Independent
Accounting
professional’s or
AO’s Report
PIS ≥ 350 IFRS / IFRS for SMEs YES NO YES
PIS ≥100 and < 350 and
AFS were internally
compiled
IFRS / IFRS for SMEs YES NO YES
PIS ≥ 100 and < 350 and
AFS independently
compiled
IFRS / IFRS for SMEs NO NO YES
PIS < 100 and AFS
independently
compiled
IFRS / IFRS for SMEs NO NO YES
PIS < 100 and AFS
internally compiled
The Financial Reporting Standard as
determined by the company for as
long as no Financial Reporting
Standard is prescribed
NO NO YES
16
Annual Financial Statements
Statement of Financial Position/ Balance Sheet
Statement of Comprehensive income/Income statement
Statement of changes in Equity
Statement of Cash Flows
Steps Involved in the Independent Review
20
• Who to accept or retain as a clientClient acceptance or continuance
• Focus the reviewEngagement planning
• Sufficient appropriate evidenceNature of review procedures
• More extensive proceduresWhere plausibility is in doubt
• Letter from managementManagement representations
• Support opinionDocumentation
• Appropriate conclusionReporting results
The core areas to consider in planning are as follows:
21
Planning Discussions
What’s changed this period? Is there any new business or fraud risks to address?
What does the entity do?Who are the key people?What are the key areas of concern to address?
What have we learned from performing previous engagements?
What is the timing of the review engagement and who will be assigned?
What materiality to use?Identify financial statement users and their needs.
What is our response to areas of risk? Where is more work required, and where can we reduce work?
Documenting and Evaluating ResultsThe major steps in a review engagement process are summarized in the following exhibit:
Review
Engagement
Report
Assess Plausibility
Design and Performance of Review Engagement Procedures
The Foundation
The Basic Understanding of the Entity
22
Reportable irregularities
Is a practitioner obliged to report a irregularity? – S29(6)(a)
• A practitioner who performs a mandatory review engagement in terms of the Companies Act, 2008 and Companies Regulations, 2011, is obligated to report a reportable irregularity.
Reportable irregularities
For a reportable irregularity to exist the following must be confirmed
• Was the act performed by a person responsible for the management of the entity?
• Can the act be described as an unlawful act or omission?
• Will the act cause or likely cause a material financial loss to the company or to any member, shareholder, creditor or investor of the company?
• Is the act fraudulent or does it amount to theft?
• Will the act cause or has it caused the company to trade under insolvent circumstances?
Business Rescue Practitioner
A Business Rescue Practitioner (BRP) is a person who has the competencies to facilitate the rehabilitation of a business in financial distress
Accreditation of BRP
Professional Bodies (PB)
BRP –Recognition by
PB
Recognised members
applies for a licence from
CIPC
CIPC accredits Professional Bodies after meeting the accreditation requirements.
Accredited professional body recognises members as BRP based on its set criteria
Recognised BRP applies for a Licence from CIPC
BRP Competence Requirements
Full member of a recognised
Professional Body
Practical Skills
[Practical experience/ training]
Technical Competence
[Recognised Business Rescue or relevant
qualification]
BRP - Professional Pathway
Application for BRP to accredited Professional Body
Application for CIPC BRP license via Professional Body
Upload application of license application to CIPC
Confirm of license application outcome
CPD for BRP
Step 1: Application for Membership
Application
Application via SAIPA website – cost of R 513
Good standing
Full member in good standing –recognised Professional Bodies
Qualification
Approved Business Rescue or relevant qualification
Experience
RPL –demonstrate
practical experience –
minimum of 12 months
STEP 2: Application for CIPC license emailed to businessrescue@cipc.co.za
Recognised members with a letter of recognition from SAIPA
Completion of COR 126.1 – duly completed and signed
Letter of SAIPA – approval of membership
Supporting documents – certified copies
Sworn statement – s138 independence + legal clearance
History of BRP license - refusal
Future webinar topics
Broad Based Black Economic Empowerment Act
Financial Advisory and Intermediate Act and the Financial Intelligence act
Protection of access to information Act (PAIA) and Protection of Personal Information Act (POPI)
Immigrations Act
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