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PROJECT TOPIC: THE ROLE OF CHARTERED ACCOUNTANT IN THE FORMATION, ACQUISITION AND LIQUIDATION OF COMPANIES

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CHAPTER ONE

INTRODUCTION

  • Background of the study

The public accountant is an independent practitioner who works on a gee basis for business management or for individuals wishing to use his services or as member of an accounting firm. Most public accountants are also external authors. The commonly known services offered by the public accountant include the following:

  1. Those that are substantially of auditing nature
  2. Those who involve primarily accounting
  3. Those pertaining to taxes.

Most people perceive the roles of the public accountant as being limited to the traditional one balance sheet in the process of auditing the financial statements of companies. The have failed to realize and appreciate that the public accountants provides services in respect of problems relating to conceptualization of business ideas, formation, registration and development of business most importantly on how to do with the collection and presentation of accounting data. They also undertake routine book-keeping for enterprises without adequate book-keeping personnel. Very often, the accountant is consulted with respect to income tax implication of proactive transactions. In his contribution, Okugi said consultant of his client, the task will be more cost effective and efficient. Hence, he will be able to make comprehensive report to avoid as much tax as possible and avoid unnecessary duplication. C.A. Okafor see the designing of accounting systems for clients as one of the frequently ignored aspects of public accounts in Nigeria. The public accountant helps in the planning stage of company preparing feasibility studies, writing the expected financial flow-making realistic projections and determining the cost implication of intended projects. He also co-ordinates and uses the input from other professionals to compute, analyze and expose the financial implications of the entire line of action. Nnam added that the accountancy firms perform appraisal of investor to determine their viability and profitability and to check the stability of expected cash flow. The public accountant drafts the Articles of Association, memorandum of Association and formulates the internal policy of the firms. These documents are then filed with the Register of companies. He can also help in the preparation of budget, business plan and installs control systems and procedmes that generate necessary data from which information needed by business if processed. In same circumstances, a new or existing company may rely on the public accountant for recruitment of some specialized manpower or he can send his staff on recommendation to a new business for specified period during which the firm is expected to stand on its own He also has important roles to play in the diversification and enhancing of the company’s profitability and stability of income. This is done through regular, advisory service on the best way to utilize ideal funds. He should be able to advise on the more profitable lines in the production process, the services which generate more value added, which services, products or departments should, which services, products or departments should be initiated and which should be discontinued. The accountant gathers and analyzes quantitative information and gives opinion as to which alternative makes economic sense The public accountant can also act, as an insolvency practitioner by examining the company to the wthether immediate liquidation is needed or whether the company still stands a chance to succeed. He can act as a receiver by taking possession of the assets as charged to debenture holders and realizing them and which he withdraws from the company. He can also act as liquidation by selling and collecting (in case of debts) the assets of the company and pays the proceeds to the entitled.

THE NATURE OF ACQUISITION, MERGER AND LIQUIDATION

Acquisition refers to all form of merger, amalgamation and take-over bids. It is the process of becoming a holding company or subsidiary involving significant cash out flow from the acquiring company to the acquired company’s shareholders as consideration for acquired interest.

Mergers, also called pooling of interests, describe an acquisition through the exchange of equity shares. Specifically, the parent company issues its own share certificate in exchange of equity shares certificate of the subsidiary. There is no purchase/ sale transaction between the affiliates, so the long term investment by the parent company is carried at the book value of the shares issued as consideration. Amalgamation is the merger of two or more companies or undertakings of the interest in business or undertakings. The merger could be temporary and involve only certain aspects of a business operation (eg the pooling of orders or sales or formalized co-operation in production or procurement of inputs) this is referred to as partial merger. It can also be a complete amalgamation and usually involves the absorption of one or two companies by an existing company by new company specially formed for that purpose. In its narrowest sense, it is the formation of entirely new company to acquire existing separate concern. This necessitates the winding up of the existing companies. In its wider sense, it could be used to mean absorption whereby there is new company formation and is a two company situation, there will be only one liquidation. Liquidation can be described as a situation whereby authorization is given to sell business of the old company to a new company and in consideration to accept, shares in the new company for the agreed asset value. The only asset in the hands of the liquidator is now these new shares and he distributes them to the old shareholders. The end result is the shareholders now hold share in the new company at the agreed reduced valuation and the new company owns the business. The principal advantage from the point of view of the shareholders is that dissenting shareholders have the right to acquire the liquidator either to abstain from carrying the resolution of effect or to purchase their shares at an agreed price.



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