MIDLANDS STATE UNIVERSITY

FACULTY OF COMMERCE
DEPARTMENT OF ACCOUNTING

COURSE TITLE:COMPANY LAW AND FINANCIAL REPORTING (ACC213)

Kazembe c. e. +263772 463049;
kazembec@staff.msu.ac.zw
AIM ;PRE-REQUISITE LEARNING
& OBJECTIVES

 1:The aim of this module is to facilitate an

understanding of the effect of company law on
financial reporting.
 2: Students must have a sound mastery of skills in

level one—financial accounting (ACC107,ACC108)

 3 :OBJECTIVES

 To master the Companies’ Act’s legal provisions i.e.

formation, financing and management on financial

reporting.
 To understand the Zimbabwe Stock Exchange

requirements in aiding financial reporting.

4 MODULE CONTENT

 4.1 THE NATURE OF LIMITED COMPANIES

 Classification of companies
 Corporate personality—the level of

incorporation
 Lifting the veil of incorporation
 Advantages and disadvantages of

incorporation
4.2 INCORPORATION

 Company formation/incorporation (new or

off-the-shelf)
 Changes in company status
 Promoters
 Corporate capacity, pre-incorporation

contracts.
4.3 STATUTORY BOOKS, RECORDS & RETURNS

 Services of information
 The statutory registers
 Accounting records (content)
 Annual financial statements
 Annual returns
4.4/5 MEMORANDUM & ARTICLES OF ASSOCIATION

 The memorandum –general

 The company name
 Corporate capacity: objects clause 
 Table A
 Form of Articles
 Legal effects of Articles
 Alteration of Articles
4.6/7/8 COMPANY FINANCIAL REPORTING;ZSE & DIRECTORS

 4.6 Legal provisions and implementation

 4.7 ZIMBABWE STOCK EXCHANGE

 Requirements for listing: effects on financial control
and reporting 
 4.8 DIRECTORS: APPOINTMENT AND REMOVAL
 Appointment of directors
 Qualification and disqualification of directors
 Service contracts of directors
 Remuneration of directors
 Compensation of directors
4.9/10 DIRECTORS:DUTIES/POWERS/BOD
 4.9 DIRECTORS: DUTIES AND POWERS
 Nature of the duties of directors
 The fiduciary duty of directors
 Statutory intervention
 Loans from directors to their companies
 Share dealing by directors
 Duty of care and skill of directors
 Relief from liability 
 4.10 THE BOARD OF DIRECTORS
 Powers of directors
 Liability of the company for acts of directors
4.11 COMPANY SECRETARY

 Role and qualification

 Appointment and removal
 Duties
 Status
 Liability of Company Secretary
 Authority
4.12 THE AUDITOR

 Appointment of auditors
 Remuneration of auditors
 Qualification for appointment as auditor
 Eligibility for appointment
 Ensuring the independence of auditors
 Recognized supervisory body (RSB)
 Recognition as an RSB
 Recognition of professional qualifications
 The rights of auditors
 Duties of auditors
 Liability of auditors
 Removal of auditors
 Statement by persons ceasing to hold office as auditors
4.13/14/15 MEETINGS;MINORITY INTERESTS & INSOLVENCY

 4.13 MEETINGS
 General meetings
 Calling a meeting
 Conduct of meetings
 4.14 PROTECTION OF NON-CONTROLLING INTERESTS

 4.15 CORPORATE INSOLVENCY

 Voluntary liquidation
 Compulsory liquidation
 Liquidators
 Provisions which apply to all liquidations
 Administration order
5 MODULE ASSESSMENTS

 Coursework accounts for 30% weighting

towards the final mark, the balance arising
through the examination.
 In-class tests provide coursework.
 The final examination is a 3 hour paper.
 Students are allowed unmarked copies of the

Companies’ Act only into the examination.

 
6 RECOMMENTED READING

 The Companies’ Act [Chapter 24:03]—Government

Printers
 The Securities Act [Chapter 24:25]—Government

Printers
 Company law—latest edition—Cilliers, Roussouw, et al

 Company Law—Bethuin

 Business and Company Law—CIMA Study Text

 Zimbabwe Company Law—Chadwick N, Volpe P. L. and

Michael T.
 Corporate and Business Law—ACCA Study Text

 NB: The list is indicative, not exhaustive