Audit exemption is set out in
Chapter 15 of Part 6 Companies Act 2014.
There are now a number of different company types that can qualify for audit exemption subject to the qualifying criteria. The following companies may qualify for this exemption:
-
- Company Limited by Shares
- Designated Activity Companies
- Guarantee Companies
- Group Companies
- Dormant Companies within a group
Qualifying Criteria for Audit Exemption:
Company Limited By Shares and Designated Activity Companies:
- Under the new Act to qualify for audit exemption, the company must qualify as a small company.
Qualification as a Small sized company
The qualifications have changed in the new Companies Act 2014.
To qualify as a small company and avail of this exemption, a company must satisfy
TWO or more of the following conditions in the current financial year and in the preceding financial year (unless it is its first financial year)(s.350(2), (3) & (5) Companies Act 2014):
- Balance sheet total does not exceed €4.4m
- Turnover does not exceed €8.8m
- Number of employees does not exceed 50
- The company’s annual return form B1 for the year in question and the preceding year must be filed on time.
- No notice has not been served on the company, stating an audit is required, by members holding at least one-tenth of the voting rights in the company.
- The company must not fall within certain categories of company as set out in section 362 and Schedule 5 of the Companies Act To check if your company falls into these categories please click here
http://www.irishstatutebook.ie/2014/en/act/pub/0038/sec0362.html#sec362
http://www.irishstatutebook.ie/2014/en/act/pub/0038/sched5.html
Guarantee Companies:
Companies Limited by Guarantee can now avail of audit exemption subject to the following criteria:
- Under the new Act to qualify for audit exemption, the company must qualify as a small company.
Qualification as a Small sized company
The qualifications have changed in the new Companies Act 2014.
To qualify as a small company and avail of this exemption, a company must satisfy TWO or more of the following conditions in the current financial year and in the preceding financial year (unless it is its first financial year)(s.350(2), (3) & (5) Companies Act 2014):
- Balance sheet total does not exceed €4.4m
- Turnover does not exceed€8.8m
- Number of employees does not exceed 50
- The company’s annual return form B1 for the year in question and the preceding year must be filed on time.
- If one member of a Company Limited by Guarantee requests that the company not avail itself of audit exemption and serve notice in writing to this effect on the company in the financial year immediately preceding the financial year concerned or during the financial year concerned but not later than one month before the end of that year, the company must have an audit. (s.334, CA 2014).
- The company must not fall within certain categories of company as set out in section 362 and Schedule 5 of the Companies Act 2014. To check if your company falls into these categories please click here
http://www.irishstatutebook.ie/2014/en/act/pub/0038/sec0362.html#sec362
http://www.irishstatutebook.ie/2014/en/act/pub/0038/sched5.html
- Charities falling under the Companies Limited by Guarantee Category can also claim audit exemption subject to criteria (a) to (d), however if their annual turnover exceeds €100,000 they must be audited.
- Charities with charitable tax exemption may still be required to have an audit by the charities regulator. Eg if the charity is in receipt of state funds then it may be necessary to have the accounts audited.
Group Companies:
- Audit Exemption applies to any group company if the group as a whole qualifies as a small group. The entire group and all its subsidiary undertakings must, when taken as a whole, satisfy 2 of the following 3 conditions in order to qualify as a small group:
- The balance sheet total, in relation to the holding company and the other members of the group taken as a whole does not exceed €4.4 million.
- The amount of turnover of the holding company and the other members of the Group taken as whole does not exceed €8.8 million.
- The average numbers of persons employed by the holding company and the other members of the group taken as a whole does not exceed 50.
The above conditions must be met in the year (the conditions must also be met in the preceding year unless it is the holding company’s first financial year.) (s359 (5) CA2014).
- The company’s annual return, to which Financial Statements are attached, must be filed correctly and on time for the year in question and the previous year (s.364 CA2014). This applies to all of the companies in the group, not just the company applying for the audit exemption.
- A group or any individual member of that group cannot claim audit exemption, where notice has been served on the holding company or any of the subsidiary companies in that group, stating an audit is required, by members holding at least one-tenth of the voting rights.
- The company must not fall within certain categories of company as set out in section 362 and Schedule 5 of the Companies Act 2014. To check if your company falls into these categories please click here
http://www.irishstatutebook.ie/2014/en/act/pub/0038/sec0362.html#sec362
http://www.irishstatutebook.ie/2014/en/act/pub/0038/sched5.html
Dormant Companies within a group
Where a company is part of a group, and that group does not qualify as a small group, the “dormant” company within that group can still apply for audit exemption in the following circumstances:
The directors of the company must hold a meeting with recorded minutes, and form the opinion that the company will satisfy the following conditions:
- The company had no significant accounting transaction in that year.
Transactions specifically excluded from being a significant accounting transaction are:
- A CRO fee to change the company name.
- A CRO fee to re-register the company.
- A CRO annual return filing fee.
- The company’s assets and liabilities comprise only permitted assets and liabilities.
Permitted assets and liabilities are investments in shares and amounts due to or from other group undertakings.
- The company cannot hold any fixed assets eg property
- The company cannot have a bank account.
- The company cannot have a tax liability.
- The company cannot have any non group contingent asset or liabilities.
(Our team can advise you on whether your company can avail of audit exemption and how to claim it)