Current provisions to avail of an audit exemption
Existing company law provides that a company may avail of an audit exemption provided it meets all of the following conditions:
- it is a private company limited by shares;
- it is not a parent or subsidiary of another body corporate;
- has filed its annual return and financial statements in the previous year within the prescribed time limit;
- has a turnover of less than €8.8m for the year;
- has a balance sheet total of less than €4.4m for the year;
- has less than 50 employees during the year;
- is not a licenced bank, an insurance company or a financial services company.
Having satisfied the foregoing criteria, in order to avail of an audit exemption, the directors of a company, must:
- be of the opinion that the company will satisfy the statutory conditions in respect of the current year or a future year;
- decide that the company will avail of the exemption in respect to the financial year concerned; and
- record that decision in the minutes of a board meeting.
Any shareholder or shareholders who hold shares representing 10%
or more (in aggregate) of the total voting rights of the company
can still ensure that the company produces audited financial
statements by serving a notice on the company requesting that it
not avail of an audit exemption. Such a notice may be in respect of
the current year or any future year and it must be filed no later
than one month before the end of the year concerned.
Before making a decision to claim an audit exemption the directors
of a company should ensure that there are no other reasons which
require them to produce audited financial statements, for example,
a bank from which the company has borrowed money may still require
the company to produce audited financial statements.
Note: Companies that meet the audit exemption
conditions set out above and which are within the definition of
small or medium companies as set out on the Companies (Amendment)
Act 1986 may also file abridged unaudited financial statements.
Proposed change
The Department of Jobs, Enterprise and Innovation
("DJEI") is carrying out a consultation process seeking
submissions on whether or not to alter the criteria which allow
companies to avail of an exemption from the current obligation to
prepare audited financial statements.
The DJEI is suggesting that the criteria for audit exemption be
amended to provide that companies which meet
two of the following three thresholds, and
all of the remaining criteria stated above, may avail of an audit
exemption:
- turnover of less than €8.8m for the year;
- balance sheet total of less than €4.4m for the year;
- less than 50 employees during the year.
Such a change to the rules would align Ireland with the majority
of EU member states.
The deadline for receipt of submissions to the DJEI was 31 May
2013. We will keep you updated on the outcome of the Consultation
process.
The Companies Bill 2012
The Companies Bill, which is currently making its way through the Houses of the Oireachtas, proposes to extend the scope of companies which can avail of an audit exemption to include:
- a holding company and each of its subsidiaries;
- companies limited by guarantee; and
- dormant companies which meet the other criteria outlined above.
The Companies Bill is not expected to be enacted until 2014. We will continue to provide information regarding the provisions of the Companies Bill and its enactment.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
