Members NEWSLETTER March 2018 Bringing you the latest corporate registry news from around the world. Welcome from the President Welcome to our first newsletter for 2018. We re pleased to share with you interesting registry focussed contributions from four of our members in this edition. I m looking forward to seeing you at our 14th annual CRF conference in Gaborone, Botswana from May 21 st to May 25 th 2018. These events provide the opportunity for us to share our experiences and challenges and to connect with other registry businesses across the globe. Ahead of our upcoming conference, you can read about Botswana s Registrar General, Conductor Paul Masena in this newsletter. To keep upto-date with the latest conference details and view the upcoming program, I encourage you all to visit the conference website at www.crf2018.org.bw. I also encourage you to consider hosting a CRF Technical Workshop. These events give you the opportunity to put together an exciting, interesting and engaging program while raising the profile of your registry. If you are interested, please contact us at corporateregistersforum@gmail.com. We have also commenced the process of updating our website. If you have any feedback or suggestions regarding these changes, including ideas around usability or features you would like to be considered, please contact us at corporateregistersforum@gmail.com. INSIDE THIS ISSUE Meet the Registrar General of Botswana Lesotho: Launching registration e-payment modules for companies South Africa: Mandating submission of Annual Financial Statements in XBRL format UK: Striking a balance between corporate transparency and privacy Mongolia: Department of Legal Entities Registration Payment Reminder for CRF members Upcoming events Other CRF news
INTRODUCING THE REGISTRAR GENERAL OF BOTSWANA Conductor Paul Masena was appointed as the inaugural Registrar General of the Companies and Intellectual Property Authority (CIPA) in August 2013. He is charged with driving the strategic direction of the Authority and ensuring that CIPA delivers its mandate as per the Companies and Intellectual Property Authority Act, 2011. Mr. Masena joined the then Registrar of Companies and Intellectual Property Authority (ROCIP) in 1999 as a Commercial Officer and rose through the ranks to Commercial Officer - Head of Companies and Business Names (2001), Senior Commercial Officer - Head of Copyright Section (2003), Principal Commercial Officer - Head of Companies Division (2007), Deputy Registrar (2009), Registrar (2011), until he became the Registrar General at the newly created CIPA. He is credited with putting in place processes that significantly reduced the turn-around times for registering companies in Botswana, spearheading the amendments of the Companies Act, Copyright Act and the Industrial Property Act, and leading the transformation of ROCIP to an autonomous body. Mr. Masena has also cemented CIPA s relationship with international bodies such as the World Intellectual Property Organisation (WIPO), African Regional Intellectual Property Organisation (ARIPO) and the Corporate Registers Forum (CRF) among others, ensuring that all CIPA activities are based on international standards. A seasoned professional who has extensive experience in both Copyright and Industrial Property, Mr. Masena was elected to chair ARIPO Administrative Council from 2009 to 2011. During his tenure as chairperson, ARIPO adopted the Swakopmund Protocol on Traditional Knowledge and Expressions of Folklore, approved a new organisation chart transforming ARIPO into a more effective organisation and registered a surplus budget. Mr. Masena is a holder of a Master of Intellectual Property, Commerce and Technology, a Bachelor of Arts in Accounting and Economics and a Diploma in Trade Policy from the World Trade Organisation. CONDUCTOR PAUL MASENA REGISTRAR GENERAL COMPANIES AND INTELLECTUAL PROP- ERTY AUTHORITY BOTSWANA He has also worked for the Ministry of Communications, Science and Technology, Botswana Export Development and Investment Promotion Agency (BEDIA) as well as the Trade & Investment Promotion Agency (TIPA). He is currently a Board Member of the Botswana Institute of Chartered Accountants and the Board of Bostwana Accountancy College (BAC). 2 CRF Newsletter - February 2018
Maichu Monaheng, Registrar of Companies The Lesotho Ministry of Trade & Industry Lesotho: Launching online system for registration of companies The online registration of companies was launched in December, 2015, thanks to the assistance Lesotho got from the New Zealand government. The online system which was engineered by a New Zealand company called Foster Moore brought in significant reduction in the number of days that the registry took to register a company which was 1-3 days. It was also a boost to both our clients outside the borders of Lesotho and regional customers since they now did not need to travel to the capital or appoint an agent to register a company. They could register in their comfort zones, anywhere, anytime. These notwithstanding, there was still a grave challenge: the method of payment. Initially, a client would have to open an account in the system, and then deposit a certain amount in order to process a transaction in the system. Customers not in the capital were forced to use the services of an agent to pay for them before they could process anything. This was still defeating the objective to reduce time and cost of starting a business. A paradigm shift to e-payment was already on the cards but since this phenomenon was still new, particularly in the public sector, it took a sizeable amount of time to convince the authorities that this could be used as a system for collection of government revenue. Eventually, a decision was taken to use this method as a pilot in the companies registry. If it becomes a success, the Accountant General would roll-out the e-payment system to other government ministries to collect government revenue. A launch of the e-payment occurred in October, 2017. This is a giant leap and a win for both the companies registry and our investors in general. And again we wish to extend our gratitude to all stakeholders who contributed to this process. It would be remiss of us if we could not thank the World Bank under the Private Sector Competitiveness and Economic Diversification Project in Lesotho for their financial assistance for this product. Mongolia: Department of Legal Entities Registration Photograph of staff at the Mongolian department of Legal Entities Registration. The Department of Legal Entities Registration is one of the entities under the General Authority for Intellectual Property and State Registration of Mongolia that is responsible for registration services of establishment, amendment and liquidation of state-owned and private legal entities. Legal entity registration started 50 years ago in Mongolia, and, in 2009, was unified with civil and property rights registration services. The following types of legal entities are registered by the department: Cooperative, Company, Union, Non-governmental organization, State and province-owned enterprise, Public organization, Religious organization, Mass media organization, Public legal entity, Foreign investment legal entity, Culture, education, research, health organization, and Representative office of foreign legal entity. Today, the Department has 20 registrars in capital city of Ulaanbaatar, and a legal entity registrar in each of 21 aimag (province) registration offices. In 2008, 3192 legal entities and 5390 amendments were registered, 14001 legal entities in 2016, 15363 legal entities and more than 17000 amendments were registered in 2017. As of 2017, 165000 legal entities are registered statewide. In May 2003, Law on legal entity state registration was ratified by the State Great Khural of Mongolia. Subsequent amendments were made in 2006, 2008, 2011, and 2013, and, on 29th January, 2015, the updated version of the law was ratified and is being implemented. The current law provides opportunities to access registration information in person as well as electronically. CRF Newsletter - February 2018 3
Adv Rory Voller, Commissioner Companies and Intellectual Property Commission Pretoria, South Africa South Africa: Mandating submission of Annual Financial Statements in XBRL format The Companies and Intellectual Property Commission of South Africa is introducing inline Extensible Business Reporting Language (ixbrl) in South Africa from July 2018. The project began in 2016 with consultation of key stakeholders during taxonomy development. This Taxonomy incorporates both Companies Act and IFRS requirements. The next cycle of updates will consider more local requirements from other regulators to ensure any data collected adds value to the economy. In March 2017 an awareness session was held for a selected pilot group of listed companies in early 2018. Other sessions included road shows held in collaboration with software service providers; webinars with key stakeholders; and information sessions for general users of financial statements. Social media is also used to reach different audiences (e.g. Twitter, Facebook and LinkedIn). Development of the CIPC s XBRL Solution is undertaken by XDS Business Solutions (EOH), the platform will be developed as a web portal for uploading of ixbrl data files from client companies to the CIPC. The portal will authenticate company representatives as designated and registered users of the platform. After uploading of the ixbrl data, validation will be run against the taxonomy 4 CRF Newsletter - February 2018 and uploaded data will be accepted or rejected based on the validation outcome. CIPC formed a panel of Software Service Providers for engagement with client companies. Client companies need to acquire or develop tagging software in order to comply with submission of financials via XBRL. The CIPC will not officially endorse Software Service Providers, but part of the role of the panel will be to evaluate the capabilities of Software Service Providers for possible recommendation to client companies. The CIPC has published a set of technical Louise Smyth, Chief Executive and Registrar of Companies, Companies House United Kingdom UK: Striking a balance between corporate transparency and privacy At recent conferences, we have often discussed the balancing act company registries need to strike between delivering corporate transparency and protecting the personal data of directors. In the UK we have been giving this particular thought since we made the data on the register available free of charge. This has been a huge success and has resulted in an explosion of interest in the information on the public register. Our data was accessed over 2 billion times last year. We are delighted with this; it was exactly what the move to free data was supposed to achieve. All sorts of people and businesses are using the information in new and innovative ways. But with people viewing the register so frequently, we need to make sure that guidelines explaining the requirements of the XBRL programme, and also rules to the tagging process. CIPC is engaging with other regulators in South Africa through the XBRL SA (local jurisdiction of XBRL International). A Data Harmonization Working Group has been established with the purpose to address and align data requirements of all regulators in South Africa. The objective being to eventually achieve Standard Business Reporting (SBR) as soon as possible. For more information, please visit cipc.co.za. www. we are making only the right information available; information that is of real practical use in achieving corporate transparency. We should not make personal information available that doesn t support corporate transparency, and could become a tool for abuse. While the UK remains firmly committed to openness and transparency, we have already changed some rules to limit the disclosure of personal information where appropriate. For example, since 2009, directors have been able to provide a service address, with their residential address being kept private. However, this does not apply to directors who were appointed prior to this change. Consequently, private addresses of directors in long established companies can still be found on the register and can only be removed in cases where there is a risk of serious harm. We are now exploring the possibility of amending the law to provide a more consistent approach. We will keep CRF members up to date with developments.
Upcoming CRF Events IACA Annual Forum 2018, United States of America May 6-10 2018, in Charlotte, North Carolina. 14th Annual CRF Conference - Botswana 2018 May 21-25, Gaborone International Convention Centre. Registrations are now open! More information can be found at www.crf2018.org.bw/registration. Would you like to promote the great work your organisation does? If you would like to raise the profile of your organisation, we would love to hear from you! CRF members are encouraged to submit a profile of 250 words or less accompanied with a photograph for publication in the CRF newsletter. If you would like to contribute, please contact us at corporateregistersforum@gmail.com. Interested in hosting a CRF Technical Workshop? The CRF executive committee welcomes applications from member jurisdictions interested in hosting a CRF technical workshop. As a host nation, you will have the opportunity to put together an exciting, interesting and engaging programme while raising the profile of your registry. Interested member jurisdictions, please e-mail corporateregistersforum@gmail.com. Want to contribute to our next newsletter? If you have any feedback, ideas or suggestions for next quarter s newsletter please contact: CRF Secretariat C/o Michael Brosnahan Registry Services Manager New Zealand Companies Office Private Bag 92061 Auckland 1142 New Zealand E-mail: corporateregistersforum@gmail.com Payment reminder for CRF Members Pursuant to paragraph 4.7 of the CRF Constitution, annual membership fees are determined for the next year by the CRF at the AGM. For 2018, the AGM held in March last year resolved that the annual membership fee should be kept at USD400. Under the Constitution, the Treasurer will confirm the amount of fees due and payable by each member for the year by issuing an invoice to each member within one month after the commencement of the calendar year (see para. 4.8 of CRF Constitution); and will issue a final reminder notice twenty-one days prior to the due date for payment for any unpaid fees (see para. 9.5.6 of CRF Constitution). Invoices for 2018 membership fee were emailed to members on 2 January 2018 by the Treasurer, Ms Ada Chung. The Pursuant to paragraph 4.7 of the CRF Constitution, annual membership fees are determined for the next year by the CRF at the AGM. For 2018, the AGM held in March last year resolved that the annual membership fee should be kept at USD400. Under the Constitution, the Treasurer will confirm the amount of fees due and payable by each member for the year by issuing an invoice to each member within one month after the commencement of the calendar year (see para. 4.8 of CRF Constitution); and will issue a final reminder notice twenty-one days prior to the due date for payment for any unpaid fees (see para. 9.5.6 of CRF Constitution). Invoices for 2018 membership fee were emailed to members on 2 January 2018 by the Treasurer, Ms Ada Chung. The annual fee should be paid on or before 31 March 2018 (see paragraph 4.7 of CRF Constitution). Out of 60 members, 29 have not yet paid their membership fees as at 13 February 2018. We would remind members who have not yet paid the membership fees to do so immediately to continue to enjoy all the benefits of membership. Membership ceases when there is failure by the member to pay the membership fee within three months of the due date (see paragraph 4.9.2 of CRF Constitution). To reinstate a membership, an application for membership has to be made afresh to the Executive Committee for approval and the applicant has to go through the same procedure as a new applicant. If the Executive Committee grants the membership applied for, the membership fee is immediately payable by the applicant (see paragraph 4.5 of CRF Constitution). CRF Newsletter - February 2018 5