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FINANCIAL REPORTING AND ETHICS(b)A statement in the company’s memorandum, that the companyis to be a public company.The application shall be made to the Commission in the prescribed formand be signed by at least one director and the secretary of the company,with the following documents:(a)(b)(c)(d)(e)A printed copy of the memorandum and articles;A copy of a written statement by the directors and the secretarycertified that the paid up capital of the company is not less than25% of the authorized share capital as at that date;A copy of the balance sheet of the company as at the date of theresolution or the preceding six months, whichever is later;A statutory declaration by a director and the secretary, that thespecial resolution required has been passed and that thecompany’s net assets are not less than the aggregate of the paidup shall capital and undistributed reserves; andA copy of any prospectus or statement in lieu of prospectusdelivered within the preceding 12 months to the Securities andExchange Commission.It is not possible that a company which is registered as limited by sharesmay be re-registered as unlimited.A company which is registered as unlimited may be re-registered aslimited by shares if a special resolution is passed.Fororeign Companies (Section 54)Every foreign company which before or after the commencement of theAct was incorporated outside Nigeria and having the intention ofcarrying on business in Nigeria shall take necessary steps to obtainincorporation as a separate entity in Nigeria.Penalty for non-compliance is N2,500 and every officer shall be liableto N250and a further fine of N25 for every day thereafter.Power to exempt foreign companies (Section 56)A foreign company may apply to the National Council of Members forexemption if:(a) The foreign company is invited to Nigeria by or with the approvalof the Federal Government to execute any specified individualproject;(b) The foreign company is in Nigeria for the execution of specificindividual loan project on behalf of a donor country or internationalorganisation;156
THE ENVIRONMENT: CORPORATE, PROFESSIONAL AND REGULATORY(c)(d)It is a foreign government – owned company engaged solely inexport promotion activities; andEngineering consultants and technical experts engaged on anyindividual specialist project under contract with any of thegovernments in the Federation, agencies or body approved bythe Federal Government. Any person who is guilty of an offenceunder this section shall be liable on conviction to a fine of N5,000or imprisonment for a term of three years.7.5.11 Promoters (Sections 61 and 62)Any person who undertakes to take part in forming a company withreferences to a given project and so set it going and who takes thenecessary steps to accomplish that purpose, or who, with regard to aproposed or newly formed company, undertakes a part in raising capitalfor it, shall prima facie be deemed a promoter of the company.A promoter stands in a fiduciary relationship to the company and shallobserve the utmost good faith towards the company in any transactionwith it on its behalf and shall compensate the company for any losssuffered by reason of his failure so to do.7.5.12 Membership of the Company (Sections 79 - 98)This may be discussed briefly, as follows:(a)(b)(c)(d)A member of a company is a person who subscribed to thecompany’s memorandum and agreed to become a member ofthe company or corporate body who subscribed in writing to thememorandum or agreed in writing to be a member of thecompany;An infant, that is, one under the age of 18 years can be a memberof a company, but shall not be counted for the purpose ofdetermining the legal minimum number of the company;A corporate body in liquidation shall not be capable of becominga member of the company; andEvery company shall keep a register of members, showing thedetails of names, address and number of shares held by eachmember.7.5.13 Share Capital (Sections 99 - 113)Information about share capital is as follows:(a)(b)Minimum authorized share capital is N10,000 and N500,000forprivate and public companies, respectively, out of which aminimum of 25% must be taken up by the subscribers to thememorandum of association;Shares can be increased or altered only at a general meeting;157
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FINANCIAL REPORTING AND ETHICS1.3.3
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ACCOUNTING AND REPORTING POLICIESsu
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ACCOUNTING AND REPORTING POLICIES(j
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ACCOUNTING AND REPORTING POLICIES(i
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ACCOUNTING AND REPORTING POLICIES2.
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3AMALGAMATION, ABSORPTION ANDRECONS
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AMALGAMATION, ABSORPTION AND RECONS
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4ANALYSIS AND INTERPRETATION TION O
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ANALYSIS AND INTERPRETATION OF FINA
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5ACCOUNTING STANDARDS5.0 LEARNING O
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ACCOUNTING STANDARDS(i)(ii)(iii)(iv
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ACCOUNTING STANDARDSThere is no SAS
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ACCOUNTING STANDARDS5.2.4 Borrowing
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ACCOUNTING STANDARDS(iii)Certain pe
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ACCOUNTING STANDARDSby venture capi
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ACCOUNTING STANDARDSIFRS 7 Financia
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ACCOUNTING STANDARDSactivity, non-c
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Page 109 and 110: ACCOUNTING STANDARDS(v)Actions requ
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Page 113 and 114: 6ETHICAL FRAMEWORK, CONCEPTSAND VAL
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Page 147 and 148: 7THE ENVIRONMENT: CORPORATE,PROFESS
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Page 173 and 174: PROFESSIONAL ETHICSobjectivity are
Page 175 and 176: PROFESSIONAL ETHICS(c)(d)The type o
Page 177 and 178: PROFESSIONAL ETHICSabout conflicts
Page 179 and 180: PROFESSIONAL ETHICS(d)(e)Confidenti
Page 181 and 182: PROFESSIONAL ETHICSA. III onlyB. II
Page 183 and 184: 9DECISION MAKING IN ETHICS9. 0 LEAR
Page 185 and 186: DECISION MAKING IN ETHICS9.2 A FRAM
Page 187 and 188: ETHICAL THREATS AND SAFEGUARDS(d)We
Page 189 and 190: DECISION MAKING IN ETHICS4. A perso
Page 191 and 192: 10ETHICAL THREATS TS AND SAFEGUARDS
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Page 195 and 196: ETHICAL THREATS AND SAFEGUARDSto th
Page 197 and 198: ETHICAL THREATS AND SAFEGUARDSpayab
Page 199 and 200: ETHICAL THREATS AND SAFEGUARDS(a)Fi
Page 201 and 202: ETHICAL THREATS AND SAFEGUARDSimmin
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11CORPORATE GOVERNANCE11.0 LEARNING
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CORPORATE GOVERNANCE11.3.1 Nature(a
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CORPORATE GOVERNANCEThe company sho
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CORPORATE GOVERNANCEtrust, possible
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CORPORATE GOVERNANCEAn agent has im
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CORPORATE GOVERNANCE(a)(b)(c)(d)(e)
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CORPORATE GOVERNANCE11.6.1 The law
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CORPORATE GOVERNANCEILLUSTRAUSTRATI
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CORPORATE GOVERNANCEimitated. They
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CORPORATE GOVERNANCE(a)(b)Greenbury
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CORPORATE GOVERNANCE11.9.2 Boards d
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CORPORATE GOVERNANCErelationship wi
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CORPORATE GOVERNANCE(e)(f)(g)(h)(i)
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CORPORATE GOVERNANCE(vi)Inquisitive
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CORPORATE GOVERNANCE(e)ConsultancyA
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CORPORATE GOVERNANCEThe incoming au
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CORPORATE GOVERNANCEIn summary, acc
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CORPORATE GOVERNANCEAccording to Th
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CORPORATE GOVERNANCE3. A body corpo
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12SOCIAL AND ENVIRONMENTALISSUES IN
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SOCIAL AND ENVIRONMENTAL ISSUES IN
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APPENDIX ISUGGESTED SOLUTIONS TO RE
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SUGGESTED SOLUTIONS TO REVISION QUE
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SUGGESTED SOLUTIONS TO REVISION QUE
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APPENDIX IICOMPREHENSIVE QUESTIONS
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COMPREHENSIVE QUESTIONS AND SUGGEST
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APPENDIX IIICASE STUDY 1Karsashi, a
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CASE STUDIES(iii)(iv)The floor sale
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CASE STUDIESShare price and dividen
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CASE STUDIESSUGGESTED SOLUTION(A) A
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CASE STUDY 3The following informati
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CASE STUDIESCASE STUDY 4Ologobojo i
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APPENDIX IVTable 1:SUMMARY OF INTER
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SUMMARY OF INTERNATIONAL ACCOUNTING
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APPENDIX VGLOSSARY OF TERMSAbsorpti
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GLOSSARY OF TERMSEthical Objectivis
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APPENDIX VIBIBLIOGRAPHYChambers Ham
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APPENDIX VIISTUDY AND EXAMINATION T
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STUDY AND EXAMINATION TECHNIQUES7.3
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INDEXAAbsorption, 17, 19, 39, 40, 4
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INDEXProfessional Behaviour, 136, 1
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