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Section 72 of The Companies Act No. 17 of 2015: Requirements as to net assets

    

(1) A private company that has resolved to convert itself into a public company
may not apply to have the conversion registered unless—
(a) a balance sheet prepared as at a date not more than seven months
before the date on which the application is lodged with the Registrar;
(b) an unqualified report by the company's auditor on that balance sheet;
and
(c) a written statement by the company's auditor that in the auditor's
opinion at the balance sheet date the amount of the company's net
assets was not less than the aggregate of its called-up share capital
and undistributable reserves.
(2) The Registrar may refuse the application if, between the balance sheet date
and the date on which the application is lodged with the Registrar, the company's
financial position is found to have changed so that the amount of the company's
net assets has become less than the aggregate of its called-up share capital and
undistributable reserves.
(3) In subsection (1)(b), “unqualified report" means—
(a) if the balance sheet was prepared for a financial year of the company
—a report stating without material qualification the auditor's opinion
that the balance sheet has been properly prepared in accordance with
the requirements of this Act; or
(b) if the balance sheet was not prepared for a financial year of the
company—a report stating without material qualification the auditor's
opinion that the balance sheet has been properly prepared in
accordance with the provisions of this Act that would have applied had
it been prepared for a financial year of the company.
(4) For the purposes of an auditor's report on a balance sheet that was not
prepared for a financial year of the company, the provisions of this Act apply with
such modifications as are necessary because of that fact.
(5) For the purposes of subsection (3), a qualification is material unless the
auditor states in the auditor's report that the matter giving rise to the qualification is
not material for the purpose of determining by reference to the company's balance
sheet whether at the balance sheet date the amount of the company's net assets
was not less than the aggregate of its called-up share capital and undistributable
reserves.

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Disclaimer: This document is not to be taken as legal advise.

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