What are common mistakes often made by companies’ directors and sole proprietorships/partnerships?

The common offences under the Registration Of Businesses Act 1956 (ROBA 1956) and Registration Of Businesses Rules 1957 (ROBR 1957)

are as follows:

1. Section 12(1)(a) ROBA 1956

• being a person required to register his business under this Act carries on that business without registering the business;

2. Section 12(1)(b) ROBA 1956

• continues to carry on any business after the period of registration has expired

3. Section 12(2) ROBA 1956

• certificate or registration is displayed in a conspicuous place

4. Rule 17A(2) ROBR 1957

• where a signboard is not displayed

5. Rule 13(2) ROBR 1957

• Every letterhead, invoice, bill or other document used by a registered business containing the name or names of such business does not display the number of the registration certificate.

6. Rule 17A(1)(b) ROBR 1957

• without submitting the changes to the registered particulars of the business

Common Offences under the Companies Acts 2016

are as follows:

1. Section 30(1) CA 2016

• does not display its registered name and company registration number at:-

  1. its registered office;

  2. every place where its business is carried on; and

  3. every place where its books are kept.

2. Section 30(2)(e) CA 2016

• does not disclose its registered name and company registration number on:-

  1. its business letters, notices and other official publications, including in electronic form;

  2. its websites;

  3. its bills of exchange, promissory notes, endorsements and order forms;

  4. cheques purporting to be signed by or on behalf of the company;

  5. orders invoices and other demands for payment, receipts and letters of credit purporting to be issued or signed by or on behalf of the company; and

  6. all other forms of business correspondence and documentation.

3. Section 68(1), CA 2016

• Fails to lodge with the Registrar an annual return for each calendar year not later than thirty days from the anniversary of its incorporation date.

4. Section 248(1), CA 2016

• Fails to prepare financial statements:-

  1. within eighteen months from the date of its incorporation; and

  2. subsequently, within six months of its financial year-end.

5. Section 258(1), CA 2016

• Fails to circulate financial statements and reports:-

  1. for a private company, shall be within six months of its financial year end; and

  2. for a public company shall be at least twenty-one days before the date of its annual general meeting.

6. Section 259(1), CA 2016

• Fails to lodge with the Registrar for each financial year the financial statements and reports required under this Act:-

  1. in the case of a private company, within thirty days from the financial statements and reports are circulated to its members under section 258; and

  2. in the case of a public company, within thirty days from its annual general meeting;

7. Section 340(1), CA 2016 - For Public Company

• fails to hold an annual general meeting in every calendar year in addition to any other meetings held during that period, to transact the following business:

  1. the laying of audited financial statements and the reports of the directors and auditors;

  2. the election of directors in place of those retiring;

  3. the appointment and the fixing of the fee of directors; and

  4. any resolution or other business of which notice is given under this Act or the constitution.