ACCA Applied Skills · Corporate and Business Law (Global)
Other Company Officers: ACCA LW Chapter Guide
Other company officers covers the company secretary and the auditor. You learn who they are, how they are appointed, what they can do and how they can leave. For auditors, you also learn their rights, duties, liability, exemption from audit and independence. Most questions test one rule applied to a short scenario.
What this chapter covers
This chapter looks at two officers who sit beside the directors: the company secretary and the auditor. The secretary handles administration, filings and compliance. The auditor is independent of management and reports to the members on the financial statements.
The chapter has two halves. The first half is about the secretary: whether one is required, who can be appointed, what the secretary does and when the secretary can bind the company. The second half is about the auditor: appointment, removal, resignation, rights, duties, liability, audit exemption and independence.
It links to other parts of the paper. Directors' duties and meetings show where the secretary and auditor fit in the governance structure. Agency and authority rules explain the secretary's power to bind the company. Contract and negligence rules explain auditor liability. Details differ by jurisdiction, so always answer on the rules in your LW Global study material.
This chapter is compact and rule-based, so it suits objective questions. LW Section A rewards quick, accurate recall, and Section B multi-task questions often turn a short scenario into several rule checks. Each rule here is easy to learn and easy to test: who appoints, who can remove, what the auditor may demand, when liability arises. If you learn the rules precisely, you can win marks that other chapters make harder to earn.
Other company officers: topics in the order to study them
- 1Company Secretary: Role and AppointmentStart with the simpler officer. It gives you the vocabulary of officers, appointment and qualification.
- 2Powers and Authority of the Company SecretaryThis builds on the role and links to agency, so learn it while the secretary's duties are fresh.
- 3Auditors: Appointment, Removal and ResignationMove to the auditor with the life cycle first: how the auditor comes in and goes out.
- 4Auditor Rights, Duties and LiabilityRights and duties make sense once you know how the auditor is appointed and who the auditor reports to.
- 5Audit Exemption and Auditor IndependenceFinish with exceptions and safeguards. They need the full picture of what an audit is and why it matters.
How to prepare Other company officers
Treat this as a rules chapter. Your aim is to recall each rule exactly and spot which one a scenario is testing.
- Read the secretary topics first and write one line each for role, appointment and authority.
- Make a short table-style list in your notes (as bullets) of auditor appointment, removal and resignation: who acts, and what notice or process applies in your study material.
- Learn auditor rights and duties as two separate lists. Then add liability as a third list.
- Note the conditions for audit exemption exactly. Do not rely on a rule of thumb.
- Practise objective questions after each topic. For every wrong answer, write the rule you missed in one sentence.
- For Section B practice, read the scenario, name the officer, name the rule, then answer.
- Revise the list of rules the day before the exam, not the full text.
Common mistakes in Other company officers
Treating the company secretary as having the same authority as a director
Fix: Remember the secretary's authority is mainly administrative. Ask whether the act is routine before deciding the company is bound.
Mixing up who appoints and who removes the auditor
Fix: Write appointment and removal as separate one-line rules and say who acts in each.
Confusing resignation with removal
Fix: List the steps for each separately. Check whether the question asks who ended the term.
Assuming audit exemption applies whenever a company is small
Fix: Check every condition in your study material. If one fails, the exemption does not apply.
Mixing up auditor rights with auditor duties
Fix: Ask whether the point is something the auditor may demand (right) or must do (duty).
Ignoring the scenario facts in Section B
Fix: Underline the facts that change the rule: the type of company, who acted, and what was done.
Last-day revision: Other company officers
- The secretary is an officer of the company who handles administration and compliance.
- Check whether your study material says a secretary is mandatory for the type of company in the question.
- The secretary's authority is limited to administrative and routine matters, so check the facts before saying the company is bound.
- The auditor is independent of the directors and reports to the members.
- Know who appoints the auditor, and who can remove the auditor, in the normal case.
- Resignation and removal each have their own procedure. Do not mix them up.
- Auditors have a right of access to the company's records and may ask officers for information.
- Auditors have a duty to report their opinion on whether the accounts give a true and fair view.
- Auditor liability depends on duty of care, breach and loss.
- Audit exemption applies only if the stated conditions are met, so check every condition.
- Independence is threatened by self-interest, familiarity and similar relationships.
- Read all four options in objective questions. Partial answers earn nothing.
Other company officers practice questions
- Zentra Ltd, a private company, has just been incorporated in a jurisdiction whose company law follows the general approach in the ACCA LW (G…
- Dalmore Ltd's shareholders wish to remove the company's auditor, Pryce & Co, before the end of the auditor's term of office. Under the gener…
- Hartley Ltd's auditor, Samir, negligently missed errors in the accounts, causing Hartley a loss. Hartley's members propose a clause in the e…
- Zentra Ltd's company secretary, Mr Rao, signed a contract on the company's behalf to hire a fleet of cars for use by the directors. The cont…
- Zenith Ltd is a small private company in a jurisdiction that allows small companies to be exempt from a statutory audit if they meet size cr…
- Karel Ltd's secretary, Ms Imani, orders office furniture for the company from Oakline, a supplier, saying she is arranging it for the compan…
- Branko Ltd's financial year has ended and no auditor has been validly reappointed. The members take no action to appoint an auditor. Under s…
- Brightwave Corp's secretary, Tomas, without any board approval, signs a contract with Kelso Ltd to buy a fleet of delivery lorries for the c…
Other company officers in other exams
The same ground in other exams, if you are preparing for more than one or want another angle on it.
Other company officers: frequently asked questions
How much of the LW paper does this chapter cover?
ACCA does not publish a fixed share for each chapter. Treat it as a short chapter that can appear in both Section A and Section B. Learn it fully, as the rules are easy to recall.
Is this chapter hard?
Most students find it manageable. It has few concepts and many precise rules. The risk is mixing similar rules, such as removal and resignation.
Do I need to learn case law here?
Use the cases and rules named in your LW Global study material. Learn the rule each case stands for. Do not add cases you are unsure of.
Do the rules differ by country?
Yes, details can differ by jurisdiction. LW Global tests general principles, so answer on the rules in your study material and the facts given in the question.
How should I practise this chapter?
Do objective questions after each topic and keep a list of the rules you missed. Then try short scenario sets in the Section B style. Review the list before the exam.