The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 398. Publication by a company of full individual or group financial statements
(1) This section applies to the publication by a company of full individual or group financial statements, required by section 388 to be laid before the company in general meeting and delivered to the Commission, including the directors’ report, unless dispensed with under paragraph 3 of the Fourth Schedule to this Act, but does not apply to interim financial statements.
(2) If a company publishes individual financial statements (modified or otherwise) for a year, it shall publish with them the relevant auditors’ report.
(3) If a company required by section 379 to this Act to prepare group financial statements for a year, publishes individual financial statements for that year, it shall also publish with them its group financial statements (which may be modified financial statements but only if the individual financial statements are modified).
(4) If a company publishes group financial statements (modified or not) without its individual financial statements, it shall publish with them the relevant auditors’ report.
(5) References in this section to the relevant auditor’s report are to the auditors’ report under section 404 or, in the case of modified financial statements (individual or group), the auditors’ special report under paragraph 10 of the Sixth Schedule to this Act.
(6) If default is made in complying with any provision of this section, the company and each officer of the company are liable to a penalty as the Commission shall specify in its regulations.
Section 399. Publication of abridged financial statements
(1) This section applies to the publication by a company of abridged financial statements, that is to say, any balance sheet or profit and loss account relating to a year of the company or purporting to deal with any such year, otherwise than as part of full financial statements (individual or group) to which section 398 of this Act applies.
(2) The reference in subsection (1) to a balance sheet or profit and loss account, in relation to financial statements published by a holding company, includes, “an account in any form purporting to be a balance sheet or profit and loss account for the group consisting of the holding company and its subsidiaries”.
(3) If the company publishes abridged financial statements, it shall publish with those statements, a statement indicating—
(a) that the statements are not full financial statements ;
(b) whether full individual or full group financial statements according as the abridged statements deal solely with the company’s own affairs or with the affairs of the company and any subsidiaries have been delivered to the Commission or, in the case of an unlimited company exempted under section 388 (4), from the requirement to deliver financial statements, that the company is so exempted ;
(c) whether the company’s auditors have made a report under section 404 on the company’s financial statements for any year with which the abridged financial statements purport to deal ; and
(d) whether any report so made was unqualified (meaning that it was a report, without qualification, to the effect that in the opinion of the person making it, the company’s financial statements had been properly prepared).
(4) Where a company publishes abridged financial statements, it shall not publish with those statements any such report of the auditors as is mentioned in subsection (3) (c).
(5) If default is made in complying with any provision of this section, the company and each officer of the company are liable to a penalty as the Commission shall specify in its regulations.
Section 400. Power to alter accounting requirements
The Minister may after consultation with the Financial Reporting Council of Nigeria by regulations in a statutory instrument—
(a) add to the classes of documents to be—
(i) comprised in a company’s financial statements for a year to be laid before the company in general meeting as required by section 388, or
(ii) delivered to the Commission under that section, and make provision as to the matters to be included in any document to be added to either class ; or
(b) modify the requirements of this Act as to the matters to be stated in a document of any such class, or reduce the classes of documents to be delivered to the Commission under section 386.
What this means
Short answer
When a company publishes full financial statements it must publish the auditors’ report with them (section 398). If it publishes abridged statements it must say they are not the full statements and whether the auditors reported and whether the report was unqualified (section 399). The Minister can add to or modify the accounting requirements after consulting the Financial Reporting Council (section 400).
Publishing full financial statements
- The section applies to publishing full individual or group statements of the kind laid before the company and delivered to the Commission, including the directors’ report, but not to interim statements (section 398(1)).
- A company publishing individual statements, modified or not, must publish the relevant auditors’ report with them (section 398(2)).
- A company that must prepare group statements and publishes its individual statements must also publish the group statements (section 398(3)).
- A company publishing group statements without individual statements must publish the auditors’ report with them (section 398(4)).
Publishing abridged statements
Abridged statements are any balance sheet or profit and loss account for a year published other than as part of full statements, including a group account. With them the company must publish a statement that they are not full statements, whether full individual or group statements were delivered to the Commission, whether the auditors made a report under section 404, and whether that report was unqualified. It must not publish the auditors’ report itself with abridged statements (section 399).
Altering the requirements
The Minister can, after consulting the Financial Reporting Council of Nigeria, by statutory instrument add classes of documents to the financial statements, modify what they must state, or reduce the classes delivered to the Commission (section 400). Defaults under these provisions carry penalties set by the Commission (sections 398(6) and 399(5)).
Questions and answers
Must the auditors’ report be published with the accounts?
Yes, with full individual or group financial statements. Not with abridged statements, which carry a statement about the auditors’ report instead (sections 398 and 399).
What must accompany abridged financial statements?
A statement that they are not full statements, whether full statements were delivered to the Commission, whether the auditors reported, and whether the report was unqualified (section 399(3)).
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