INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT
Division 6

Financial Disclosure

Company to keep accounting records

126.    (1) A company must keep accounting records that—

(a)  are sufficient to record and explain the transactions of the company; and

(b)  will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

(2)  The accounting records kept by a public company must be sufficient to enable financial statements to be prepared and audited in accordance with this Division.

(3)  Without limiting subsection (1) or (2), the accounting records must contain—

(a)  entries from day to day of all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;

(b)  details of all sales and purchases of goods by the company; and

(c)  a record of the assets and liabilities of the company.

(4)  A company that contravenes subsection (1) commits an offence.

Accounting records kept outside Anguilla

127.    (1) If the accounting records of a company are kept outside Anguilla, the company must ensure that it keeps at its registered office—

(a)  accounts and returns adequate to enable the directors of the company to ascertain the financial position of the company with reasonable accuracy on a quarterly basis; and

(b)  a written record of the place or places outside Anguilla where its accounting records are kept.

(2) A company that contravenes subsection (1) commits an offence.

Annual financial statements, etc.

128.    (1) Subject to section 129, the directors of a public company shall place before the shareholders at their first annual meeting—

(a)  financial statements relating to the period that began on the date the company came into existence and ended not more than 6 months before the meeting;

(b)  the report of the auditor; and

(c)  any further information respecting the financial position of the company and the results of its operations required by the articles of the company, its by-laws, or any unanimous shareholder agreement.

(2)  Subject to subsections (3) and (4) and to section 129, the directors of a public company shall place before the shareholders at the second and every subsequent annual meeting of the shareholders of the company—

(a)  comparative financial statements relating separately to—

(i) the period that began immediately after the end of the last completed financial year and ended not more than 6 months before the annual meeting of shareholders, and

(ii) the immediately preceding financial year;

(b)  the report of the auditor; and

(c)  any further information respecting the financial position of the company and the results of its operations required by the articles of the company, its by-laws, or any unanimous shareholder agreement.

(3)  The financial statements required by subparagraph 2(a)(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note to the financial statements that are placed before the shareholders at an annual meeting.

(4)  The Registrar may in any particular case adjust the period relating to which comparable financial statements are to be placed before the shareholders at any annual meeting.

(5)  A director who contravenes subsection (1) commits an offence.

Exemption for information

129.    Upon the application of a company referred to in section 128 for authorisation to omit any prescribed item of information from its financial statements or to dispense with the publication of any particular financial statement, the Registrar may, if he reasonably believes that disclosure of the information therein contained would be detrimental to the company, permit its omission on such reasonable conditions as he thinks fit.

Consolidated financial statements

130.    (1) A company shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate the accounts of which are consolidated in the financial statements of the company.

(2)  Shareholders of a company and their agents and legal representatives may, upon request therefor, examine the statements referred to in subsection (1) during the usual business hours of the company, and may make extracts from those statements free of charge.

(3)  A company may, within 15 days of a request to examine statements under subsection (2), apply to the Court for an order barring the right of any person to examine those statements, and the Court may, if it is satisfied that the examination would be detrimental to the company or a subsidiary body corporate, bar that right and make any further order the Court thinks fit.

(4)  A company shall give the Registrar and the person asking to examine statements under subsection (2) notice of any application under subsection (3), and the Registrar and that person may appear and be heard at the hearing of the application.

(5)  A company that contravenes subsection (1) commits an offence.

Directors’ approval of financial statements

131.    (1) The directors of a public company shall approve the financial statements referred to in section 128, and the approval shall be evidenced by the signature of 1 or more directors.

(2)  A public company shall not issue, publish or circulate copies of the financial statements referred to in section 128 unless the financial statements are—

(a)  approved and signed in accordance with subsection (1); and

(b)  accompanied by a report of the auditor of the company.

(3)  A company that contravenes subsection (2) commits an offence.

Copies of document to be sent to shareholders

132.    (1) Not less than 21 days before each annual meeting of the shareholders of a public company or before the signing of a resolution under section 120(1)(b) in lieu of its annual meeting, the company shall send a copy of the documents referred to in section 128 to each shareholder, except a shareholder who has informed the company in writing that he does not want a copy of those documents.

(2) A company that contravenes subsection (1) commits an offence.

Registrar’s copies

133.    (1) A public company shall file a copy of the documents referred to in section 128 with the Registrar, not less than 21 days before each annual meeting of the shareholders or forthwith after the signing of a resolution under section 120(1)(b) in lieu of the annual meeting, and in any event not later than 15 months after the last date when the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed.

(2)  Upon the application of a company, the Registrar may exempt the company from the application of subsection (1) in circumstances that he specifies.

(3)  If a company referred to in subsection (1)—

(a)  sends interim financial statements or related documents to its shareholders; or

(b)  is required to file interim financial statements or related documents with, or to send them to, a public authority or a stock exchange;

the company shall forthwith file copies thereof with the Registrar.

(4)  A subsidiary company is not required to comply with this section if—

(a)  the financial statements of its holding company are in consolidated or combined form and include the accounts of the subsidiary; and

(b)  the consolidated or combined financial statements of the holding company are included in the documents filed with the Registrar by the holding company in compliance with this section.

(5)  A company that contravenes subsection (1) or (3) commits an offence.

Eligibility for appointment as auditor

134.    (1) A person is eligible for appointment as auditor of a company only if he—

(a)  is a practising member of a recognised supervisory body; and

(b)  is eligible for the appointment under the rules of that body.

(2)  An individual or a firm may be appointed as auditor of a company.

(3)  In this section “recognised supervisory body” means a recognised accounting body approved by the Registrar.

Ineligibility for appointment as auditor

135.    (1) A person is ineligible for appointment as auditor of a company if he is—

(a)  an officer or employee of the company;

(b)  a partner or employee of a person who is an officer or employee of the company; or

(c)  an employee of a partnership of which a person who is an officer or employee of the company is a partner;

or if he is ineligible by virtue of paragraph (a) or (b) for appointment as auditor of any associated undertaking of the company.

(2) A person is also ineligible for appointment as auditor of a company if there exists between him and any associate of his and the company or any associated undertaking a prescribed connection.

(3) In this section, “associated undertaking”, in relation to a company, means—

(a)  a parent undertaking or subsidiary undertaking of the company; or

(b)  a subsidiary undertaking of any parent undertaking of the company.

Effect of ineligibility

136.    (1) No person shall act as auditor of a company if he is ineligible for appointment to the office.

(2)  If during his term of office an auditor of a company becomes ineligible for appointment to the office, he shall thereupon vacate office and shall forthwith give notice in writing to the company concerned that he has vacated it by reason of ineligibility.

(3)  A person who contravenes subsection (1) or (2) commits an offence.

Appointment of auditor

137.    (1) The shareholders of a public company shall, by ordinary resolution at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting.

(2)  An auditor appointed under section 64(1)(b)(iv) is eligible for appointment under subsection (1).

(3)  Notwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until his successor is appointed.

(4)  The remuneration of an auditor may be fixed by ordinary resolution of the shareholders, or if not so fixed, it may be fixed by the directors.

(5)  If the shareholders of a public company do not appoint an auditor as required under subsection (1), the company commits an offence.

When auditor ceases to hold office

138.    (1) An auditor of a company ceases to hold office when—

(a)  he dies or resigns; or

(b)  he is removed pursuant to section 139.

(2) A resignation of an auditor becomes effective at the time a written resignation is sent to the company, or at the times specified in the resignation, whichever is the later date.

Removal of auditor

139.    (1) The shareholders of a company may by ordinary resolution at a special meeting remove an auditor other than an auditor appointed by the Court order under section 141.

(2) A vacancy created by the removal of an auditor may be filled at any meeting at which the auditor is removed or, if the vacancy is not so filled, it may be filled under section 140.

Filling auditor vacancy

140.    (1) Subject to subsection (3), the directors shall forthwith fill a vacancy in the office of auditor.

(2)  If there is not a quorum of directors, the directors then in office shall, within 21 days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy, and if they fail to call a meeting, or if there are no directors, the meeting may be called by any shareholder.

(3)  The articles of a company may provide that a vacancy in the office of auditor be filled only by vote of the shareholders.

(4)  An auditor appointed to fill a vacancy holds office for the unexpired term of his predecessor.

Court appointed auditor

141.    If a company does not have an auditor, the Court may, on the application of a shareholder or the Registrar, appoint and fix the remuneration of an auditor, and the auditor holds office until an auditor is appointed by the shareholders.

Auditor’s right to notice

142.    The auditor of a company is entitled to receive notice of every meeting of the shareholders of the company, and at the expense of the company to attend and be heard at the meeting on matters relating to his duties as auditor.

Required attendance of auditor

143.    (1) If a shareholder of a company, whether or not he is entitled to vote at the meeting, or a director of a company gives written notice to the auditor or former auditor of the company, not less than 10 days before a meeting of the shareholders of the company, to attend the meeting, the auditor or former auditor shall attend the meeting at the expense of the company and answer questions relating to his duties as auditor or former auditor of the company.

(2)  A shareholder or director who sends a notice referred to in subsection (1) shall, concurrently, send a copy of the notice to the company.

(3)  An auditor or former auditor who contravenes subsection (1) commits an offence.

Right of auditor to comment

144.    (1) An auditor who—

(a)  resigns;

(b)  receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or

(c)  receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because his term of office has expired or is about to expire;

may submit to the company a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution.

(2)  When it receives a statement referred to in subsection (1), the company shall forthwith send a copy of the statement to every shareholder entitled to receive notice of any meeting referred to in section 142 and file a copy with the Registrar.

(3)  A company that contravenes subsection (2) commits an offence.

Examination by auditor

145.    (1) An auditor of a company shall make the examination that is in his opinion necessary to enable him to report on the financial statements required by this Act to be placed before the shareholders, except a financial statement or a part of a financial statement that relates to the immediately preceding financial year referred to in section 128(2)(a)(ii).

(2)  Notwithstanding section 146, an auditor of a company may reasonably rely upon the report of an auditor of a body corporate or an unincorporated business, the accounts of which are included in whole or in part in the financial statements of the company.

(3)  For the purpose of subsection (2), reasonableness is a question of fact.

(4)  Subsection (2) applies whether or not the financial statements of the holding company reported upon by the auditor are in consolidated form.

Duty to furnish information to auditor

146.    (1) Upon the demand of an auditor of a company, the present or former directors, officers, employees or agents of the company shall furnish to the auditor—

(a)  such information and explanations; and

(b)  such access to records, documents, books, accounts and vouchers of the company or any of its subsidiaries;

as are, in the opinion of the auditor, necessary to enable him to make the examination and report required under section 145 and that the directors, officers, employees or agents are reasonably able to furnish.

(2) Upon the demand of an auditor of a company, the directors of the company shall—

(a)  obtain from the present or former directors, officers, employees or agents of any subsidiary of the company the information and explanations that the directors, officers, employees and agents are reasonably able to furnish, and that are, in the opinion of the auditor, necessary to enable him to make the examination and report required under section 145; and

(b)  furnish the information and explanations so obtained to the auditor.

Error in statements detected

147.    (1) A director or an officer of a company shall forthwith notify the auditor of any error or misstatement of which he becomes aware in a financial statement that the auditor or a former auditor of the company has reported upon.

(2)  When the auditor or a former auditor of a company is notified or becomes aware of an error or misstatement in a financial statement upon which he has reported to the company and in his opinion the error or misstatement is material, he shall inform each director of the company accordingly.

(3)  When under subsection (2) the auditor or a former auditor of a company informs the directors of an error or misstatement in a financial statement of the company, the directors shall—

(a)  prepare and issue revised financial statements; or

(b)  otherwise inform the shareholders of the error or misstatement;

and, if the company is one that is required to comply with section 133, inform the Registrar of the error or misstatement in the same manner as the directors inform the shareholders of the error or misstatement.

(4)  A director or officer who contravenes subsection (1) commits an offence.

Privilege of auditor

148.    An auditor is not liable to any person in an action for defamation based on any act done or not done, or any statement made by him in good faith, in connection with any matter he is authorised or required to do under this Act.

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