A public company or state-owned company must appoint a person knowledgeable or experienced in relevant laws as a company secretary. This is not a requirement for typical owner managed companies.
A public company or state-owned company must appoint an auditor. This is not typically a requirement for owner managed and smaller companies. However, in the following instances a company (and a CC) must appoint an auditor, irrespective of their size:
- Where the company (not a CC) is incorporated under the old Companies Act and the mandatory audit requirement is still applicable.
- Where the Memorandum of Incorporation (MOI) requires and audit.
- Where it is in the Public Interest for the company/CC to have an auditor:
- Public Interest Score of more than 350
- Estate agent
- Manages funds of the general public (above R5mil)
- Body corporates, in most instances.
- Any other instances where specific laws/regulations require the appointment.
Depending on the fact if an audit is voluntary or mandatory there may be a requirement that the auditor may not continue as auditor for an extended period of time. This is managed by the Companies Act requirements as well as those regulations as stipulated by the IRBA (Independent Regulatory Board of Auditors).
At each annual general meeting, a public company or state-owned company, or other company that has voluntarily determined to have an audit committee as contemplated in section 34(2), must elect an audit committee. This requirement is voluntary for all other companies. The requirements of the committee are set out in Section 94.
For most of our clients the appointment of an auditor or company secretary is not a requirement. Most clients does need a review to be performed on their financial statements and not an audit.