Audit Exemption for Irish Private Companies

Limited Irish companies are required by law to have an auditor and to have their accounts audited each year. Audited accounts are required to be annexed to the annual return which must be filed by the company once at least in every calendar year in the Companies Registration Office (CRO).

Private companies which meet certain criteria may avail of an exemption from the requirement to have their accounts audited. These companies are absolved from the statutory requirement to appoint an auditor.

No public company is eligible for the audit exemption. Any company which is not a private company is by default a public company. A private company is a company which has a share capital and by its articles of association:

Restricts the right to transfer its shares
Limits the number of its members to ninety nine
Prohibits any invitation to the public to subscribe for any shares or debentures of the company

All companies, including audit exempt companies, are required to maintain books of account in which are accurately recorded, on a day to day basis, the finances of the company. In addition, the audit exemption does not grant a company any exemption from the requirement to prepare a full statutory set of accounts which give a “true and fair” view of the state of affairs of the company, and to lay those accounts before the AGM of the company, or from the requirement to annex accounts in the format laid down by the Companies Act 2014 to its annual return which is filed in the CRO.

Irish Company – Audit Exemption

In order to avail of the audit exemption, the company must satisfy all of the following conditions, both for the current financial year and the preceding financial year, unless the year in respect of which the exemption is being claimed is the company’s first financial year:

The company is a company to which the Companies (Amendment) Act 1986 applies
The company has turnover of less than €8.8m
The assets of the company are less than €4.4m at the end of its financial year
The average number of employees must not exceed 50
The company must not be a parent company or subsidiary company

A company must satisfy each of the foregoing conditions in order to qualify for the exemption and the annual return and accounts be submitted within 28 days of the ARD.

Filing Annual Return and Audit Exemption

Even if a company meets each of the above four conditions in respect of its current financial year (and where the company had a previous financial year, the company also met those conditions in respect of that year), it should be noted that the company will be unable to file unaudited accounts with its annual return unless it files that return on time and the return to which the company’s accounts for its preceding financial year were attached was also filed on time, being within 28 days of the designated annual return filing date.

Filing Annual Return

A company’s annual return is required to be made up to a date which is no later than the company’s Annual Return Date. The annual return filing deadline is 28 days after the ARD or the effective date of the return, if same pre-dates the company’s ARD, whichever is the earlier. Any annual return which is delivered after this filing deadline is deemed late. A late return disqualifies the company from claiming the audit exemption in respect of the accounts attached to the current year’s return as well as the following year’s annual return, even if the company meets other qualifying criteria for the audit exemption in respect of the financial years covered by the accounts attached to both returns. Annual returns which are late filed will also incur a late filing penalty.

The directors of the company must decide if they want to have the audit in respect of a financial year. They should consider whether third parties connected with the company (e.g. bankers or trade organisations) may still require an audit to be completed. If the directors decide they do not want the company’s accounts to be audited they should record that decision in the minutes.

However, if a number of the company’s shareholders request that the company not avail itself of the exemption and serve notice to this effect on the company in the financial year preceding the financial year concerned, but not later than one month before the end of that preceding year, the company must have an audit.

Where the exemption is being availed of, the following statements must be included in the company’s balance sheet by the directors of the company:

That the company is availing itself of the exemption provided for by Part III of the Companies Act 1999 (Amendment No. 2)
That the company satisfies the conditions specified in section 32 of the 1999 Act (as amended by section 53 of the Companies (Auditing and Accounting) Act 2003
That the shareholders of the company have not served a notice on the company in accordance with section 33(1) and (2) of the 1999 Act
An acknowledgment by the directors of the company’s obligations under the Companies Acts 1963-2012, to keep proper books of account and prepare accounts which give a true and fair view of the state of affairs of the company at the end of its financial year and of its profit or loss for such a year and to otherwise comply with the provisions of those Acts relating to accounts so far as they are applicable to the company

The above statements must appear in the balance sheet immediately above the signatures of the directors.

If the accounts delivered for filing are not in the correct format and/or do not contain the information required under the Companies Acts, the annual return may not be accepted by the CRO, but returned to the presenter to rectify the deficiency. If accounts are not correctly completed, the company and every officer of the company who is in default shall be liable on summary conviction to a fine not exceeding €1,904. Any person who willfully makes a false statement in any material particular in the accounts delivered to the CRO, knowing it to be false, shall be liable on conviction on indictment to imprisonment for a term not exceeding five years or a fine not exceeding €3,174 or both, or on summary conviction, to imprisonment for a term not exceeding six months or a fine not exceeding €1,904 or both.

When a company decides to terminate the appointment of its auditor because the company is availing of the audit exemption, the auditor must be advised of this fact.

When the auditor receives the company’s notification of termination of his appointment, he must within 21 days, notify the company in writing that there are no circumstances connected with the decision of the company to terminate his/her appointment that he/she considers should be brought to the notice of the members or creditors of the company. If, however, there are such circumstances, the auditor must detail them in the notice to the company. The auditor must also send to the Registrar of Companies within 14 days a copy of the notice that he/she has sent to the company.

Audit Exemption for previous years

Exemptions may be availed of only in respect of accounting periods that commenced on or after 21 February 2000. However, the increased turnover threshold of €1,500,000 applies in respect of financial years beginning on or after 1 July 2004.

If a company with a financial year beginning on or after 1 July 2004 does not have turnover in excess of €1,500,000 during that financial year, and also did not exceed that threshold during its previous financial year, then such company meets the turnover threshold requirement, notwithstanding the fact that its turnover in its previous financial year may have exceeded the previously applicable threshold of €317,434. For example, a company has a turnover of €1.2 million during its financial year to 30 June 2004 and turnover of €1.4 million during the year to 30 June 2005: assuming that the company meets all the other qualifying conditions, it may claim the audit exemption in respect of the financial year ending on 30 June 2005.

Audit Exempt Company

There is no exemption from the statutory requirements that a company must prepare full accounts giving a true and fair view of the affairs of the company, lay them before the company’s AGM, and file accounts with its annual return.

The accounts filed with the CRO are required to be in the format laid down by the Companies Acts, and must observe specified accounting principles. The format of the profit and loss account and balance sheet of a limited liability company are set out in the Companies Acts, as are the historical cost rules to be observed when drawing up a set of company accounts.

The principle is that the accounts give a true and fair view of the state of affairs of the company.

Disclosures required to give a true and fair view include:

Related party transactions
Wages and salaries
Average number of employees
Details of loans to or transactions with directors
Bank guarantee details
Details of fixed assets

Statutory Accounts and Abridged Accounts

An audit exempt company pursuant to the Companies (Amendment)(No.2) Act 1999 is also a small company within the meaning of the Companies (Amendment) Act 1986. A small company must prepare statutory accounts and then may abridge those accounts for filing purposes.

When filing its annual return a small private company may annex an abridged balance sheet to the return, subject to the requirement that the balance sheet must give a true and fair view of the company’s state of affairs as at the end of its financial year. The directors must certify in the balance sheet that they “have relied on the specific exemptions contained in sections 10 and 12 of the Companies (Amendment) Act 1986 on the grounds that the company is entitled to the benefits of those exemptions as a small company”. The balance sheet must be signed on behalf of the company directors by two directors. A sample format abbreviated balance sheet is set out in Appendix 1. A small company is not required to annex to its annual return a copy of its profit and loss account or the report of the directors accompanying the balance sheet of the company.

Accounts required for a Small Company

The notes which are required by the Companies Acts to be included in the accounts of a small company, are set out in Appendix 2, section (d). In addition to those specific statutory disclosure requirements, there is also a requirement that abridged accounts give a true and fair view of the state of the company’s affairs. Any additional note disclosures necessary to meet this requirement should also be included in the abridged accounts.

Period covered by the accounts

The accounts annexed to an annual return delivered to the CRO are required to cover the period:

In the case of the first annual return to which accounts are annexed – since the incorporation of the company
In any other case – since the end of the period covered by the accounts annexed to the preceding annual return, and must be made up to a date not earlier by more than nine months than the date to which the annual return is made up

What happens if a company ceases to comply with the qualifying conditions during the course of a financial year in respect of which it is intended to claim the audit exemption?

The directors have a duty to appoint an auditor to the company as soon as may be after the company ceases to comply with the qualifying conditions.

Fixed Assets

General Rules

Subject to any provision for depreciation or diminution in value made in accordance with paragraph 6 or 7 of the Schedule to the 1986 Act, the amount to be included in respect of any fixed asset shall be its purchase price or production cost.
In the case of any fixed asset which has a limited useful economic life, the amount of – its purchase price or production cost, or
where it is estimated that any such asset will have a residual value at the end of the period of its useful economic life, its purchase price or production cost less that estimated residual value, shall be reduced by provisions for depreciation calculated to write off that amount systematically over the period of the asset’s useful economic life.

(1) Where a financial asset of a description falling to be included in the balance sheet under the heading “Financial Assets” has diminished in value, provisions for diminution in value may be made in respect of it and the amount to be included in respect of it may be reduced accordingly; and any such provisions which are not shown separately in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

(2) Provisions for diminution in value shall be made in respect of any fixed asset which has diminished in value if the reduction in its value is expected to be permanent (whether its useful economic life is limited or not) and the amount to be included in respect of it shall be reduced accordingly; and any such provisions which are not shown separately in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

(3) Where the reasons for which any provision was made in accordance with subparagraph (1) or (2) of this paragraph have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary; and any amounts written back in accordance with this subparagraph which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

Rules for Determining Fixed Assets

Notwithstanding that an item in respect of development costs is included under fixed assets in the balance sheet formats set out in Part 1 of the Schedule to the 1986 Act, an amount may only be included in a company’s balance sheet in respect of that item in special circumstances
If an amount is included in a company’s balance sheet in respect of development costs, the following information shall be given in a note to the accounts
The period over which the amount of those costs originally capitalised is being or is to be written off
The reasons for capitalising the costs in question
The application of paragraphs 5 to 7 of the Schedule to the 1986 Act in relation to goodwill (in any case where goodwill is treated as an asset) is subject to the following provisions of this paragraph
Subject to subparagraph (3) of this paragraph, the amount of the consideration for any goodwill acquired by a company shall be reduced by provisions for depreciation calculated to write off that amount systematically over a period chosen by the directors of the company
The period chosen shall not exceed the useful economic life of the goodwill in question
In any case where any goodwill acquired by a company is shown or included as an asset in the company’s balance sheet, the period chosen for writing off the consideration for that goodwill and the reasons for choosing that period shall be disclosed in a note to the accounts

Current Assets

Subject to paragraph 11 of the Schedule to the 1986 Act the amount to be included in respect of any current asset shall be its purchase price or production cost
If the net realisable value of any current asset is lower than its purchase price or production cost, the amount to be included in respect of that asset shall be the net realisable value

Where the reasons for which any provision for diminution in value was made under subparagraph (1) of this paragraph have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary.

Excess of money owed over value received as an asset item

(1) Where the amount repayable on any debt owed by a company is greater than the value of the consideration received in the transaction giving rise to the debt, the amount of the difference may be treated as an asset.

(2) Where any such amount exists –

(a) it shall be written off by reasonable amounts each year and shall be completely written off before repayment of the debt; and

(b) if the amount not written off is not shown as a separate item in the company’s balance sheet, it shall be disclosed in a notes to the accounts.

Assets included at a fixed amount

(1) Subject to subparagraph (2) of this paragraph, assets which fall to be included–

(a) amongst the fixed assets of a company under the item “tangible assets”, or

(b) amongst the current assets of a company under the item “raw materials and consumables”, may be included at a fixed quantity and value.

(2) Subparagraph (1) of this paragraph applies to assets of a kind which are constantly being replaced, where –

(a) their overall value is not material to assessing the company’s state of affairs, and

(b) their quantity, value and composition are not subject to material variation.

Determination of purchase price or production cost

(1) The purchase price of an asset shall be determined by adding to the actual price paid any expenses incidental to its acquisition.

(2) The production cost of an asset shall be determined by adding to the purchase price of the raw materials and consumables used the amount of the costs incurred by the company which are directly attributable to the production of that asset.

(3) In addition there may be included in the production cost of an asset

(a) a reasonable proportion of the costs incurred by the company which are only indirectly attributable to the production of that asset, but only to the extent that they relate to the period of production, and

(b) interest on capital borrowed to finance the production of that asset, to the extent that it accrues in respect of the period of production:

Provided, however, in a case within clause (b) of this subparagraph that the inclusion of the interest in determining the cost of that asset is disclosed in a note to the accounts.

(4) In the case of current assets, distribution costs may not be included in production costs.

(1) Subject to the qualification mentioned in this subparagraph, the purchase price or production cost of–

(a) any assets which fall to be included under any item shown in a company’s balance sheet under the general item “stocks”, and

(b) any assets which are fungible assets (including investments), may be determined by the application of any of the methods mentioned in subparagraph (2) of this paragraph in relation to any such assets of the same class.

The method chosen must be one which appears to the directors to be appropriate in the circumstances of the company.

(2) Those methods are:

(a) the method known as “first in, first out” (FIFO),

(b) a weighted average price, and

(3) Where, in the case of any company–

(a) the purchase price or production cost of assets falling to be included under any item shown in the company’s balance sheet has been determined by the application of any method permitted by this paragraph, and

(b) the amount shown in respect of that item differs materially from the relevant alternative amount given below in this paragraph, the amount of that difference shall be disclosed in a note to the accounts.

(4) Subject to subparagraph (5) of this paragraph, for the purposes of subparagraph (3)(b) of this paragraph, the relevant alternative amount, in relation to any item shown in a company’s balance sheet, is the amount which would have been shown in respect of that item if assets of any class included under that item at an amount determined by any method permitted by this paragraph had instead been included at their replacement cost as at the balance sheet date.

(5) The relevant alternative amount may be determined by reference to the most recent actual purchase price or production cost before the balance sheet date of assets of any class included under the item in question instead of by reference to their replacement cost as at that date, but only if the former appears to the directors of the company to constitute the more appropriate approach in the case of assets of that class.

(6) For the purpose of this paragraph, assets of any description shall be regarded as fungible if assets of that description are substantially indistinguishable one from another.

Substitution of original stated amount where price or cost unknown

16. Where there is no record of the purchase price or production cost of any asset of a company or of any price, expense or costs relevant for determining its purchase price or production cost in accordance with paragraph 15 of the Schedule to the 1986 Act or any such record cannot be obtained without unreasonable expense or delay, its purchase price or production cost shall be taken for the purposes of paragraphs 5 to 11 of the Schedule to the 1986 Act to be the value ascribed to it in the earliest available record of its value made on or after its acquisition or production by the company.

Alternative rules in the drawing up Accounts

(1) The rules set out in Part II of the Schedule to the Companies (Amendment) Act 198663 are referred to in subsequent Parts of that Schedule as the historical cost accounting rules.

(2) Those rules, with the omission of paragraphs 4, 9 and 13 to 16, are referred to subsequently in this part of the Schedule to the 1986 Act as the depreciation rules; and references subsequently in the Schedule to the 1986 Act to the historical cost accounting rules do not include the depreciation rules as they apply by virtue of paragraph 20 of the Schedule to the 1986 Act.

18. Subject to paragraphs 20 to 22 of the Schedule to the 1986 Act, the amount to be included in respect of assets of any description mentioned in paragraph 19 of the Schedule may be determined on any basis so mentioned.

Alternative Accounting Rules

(1) Intangible fixed assets, other than goodwill, may be included at their current cost.

(2) Tangible fixed assets may be included at a market value determined as at the date of their last valuation or at their current cost.

(3) Financial fixed assets may be included either–

(a) at a market value determined as at the date of their last valuation or

(b) at a value determined on any basis which appears to the directors to be appropriate in the circumstances of the company; but in the latter case, particulars of the method of valuation adopted and of the reasons for adopting it shall be disclosed in a note to the accounts.

(4) Investments of any description falling to be included in the balance sheet under the heading “Investments” may be included at their current cost.

(5) Stocks may be included at their current cost.

Depreciation Rules

(1) Where the value of any asset of a company is determined on any basis mentioned in paragraph 19 of the Schedule to the 1986 Act, that value shall be, or (as the case may require) be the starting point for determining, the amount to be included in respect of that asset in the company’s accounts, instead of its purchase price or production cost or any value previously so determined for that asset, and the depreciation rules shall apply accordingly in relation to any such asset with the substitution for any reference to its purchase price or production cost of a reference to the value most recently determined for that asset on any basis mentioned in the said paragraph 19.

(2) The amount of any provision for depreciation required in the case of any fixed asset by paragraph 6 or 7 of the Schedule to the 1986 Act as it applies by virtue of subparagraph (1) of this paragraph is referred to below in this paragraph as the adjusted amount; and the amount of any provision which would be required by that paragraph in the case of that asset according to the historical cost accounting rules is referred to as the historical cost amount.

(3) Where subparagraph (1) of this paragraph applied in the case of any fixed asset, the amount of any provision for depreciation in respect of that asset–

(a) included in any item shown in the profit and loss account in respect of amounts written off assets of the description in question; or

(b) taken into account in stating any item so shown which is required by note (11) of the notes on the profit and loss account formats set out in Part I of the Schedule to the 1986 Act to be stated after taking into account any necessary provisions for depreciation or diminution in value of assets included under it, may be the historical cost amount instead of the adjusted amount:

Provided that if the amount of the provision for depreciation is the historical cost amount, the amount of any difference between the two shall be shown separately in the profit and loss account or in a note to the accounts.

Additional information in case of departure from historical cost rules

(1) This paragraph applies where the amounts to be included in respect of assets covered by any items shown in a company’s accounts have been determined on any basis mentioned in paragraph 19 of the Schedule to the 1986 Act.

(2) The items affected and the basis of valuation adopted in determining the amounts of the assets in question in the case of each such item shall be disclosed in a note to the accounts.

(3) In the case of each balance sheet item affected (except stocks) either-

(a) the comparable amounts determined according to the historical cost accounting rules, or

(b) the differences between those amounts and the corresponding amounts actually shown in the balance sheet in respect of that item, shall be shown separately in the balance sheet or in a note to the accounts.

(4) In subparagraph (3) of this paragraph, references in relation to any item to the comparable amounts determined as there mentioned are references to –

(a) the aggregate amount which would be required to be shown in respect of that item if the amounts to be included in respect of all the assets covered by that item were determined according to the historical cost accounting rules, and

(b) the aggregate amount of the cumulative provisions for depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules.

Revaluation Reserve

(1) With respect to any determination of the value of an asset of a company on any basis mentioned in paragraph 19 of the Schedule to the 1986 Act, the amount of any profit or loss arising from that determination (after allowing, where appropriate, for any provisions for depreciation or diminution in value made otherwise than by reference to the value so determined and any adjustments of any such provisions made in the light of that determination) shall be credited or (as the case may be) debited to a separate reserve (referred to in this paragraph as “the revaluation reserve”).

(2) Subparagraph (1) of this paragraph applies in relation to any determination of the value of any asset of a company which takes place before the commencement of this paragraph as it applies to any such determination taking place on or after such commencement.

(3) The amount of the revaluation reserve shall be shown in the company’s balance sheet under a separate sub-heading in the position given for the item “revaluation reserve” in Format 1 or 2 of the balance sheet set out in Part I of the Schedule to the 1986 Act.

(4) The revaluation reserve shall be reduced to the extent that the amounts standing to the credit of the reserve are, in the opinion of the directors of the company, no longer necessary for the purpose of the accounting policies adopted by the company, but any amount may only be transferred from the reserve to the profit and loss account if either–

(a) the amount in question was previously charged to that account, or

(b) it represents realised profit.

(5)The treatment for taxation purposes of amounts credited or debited to the revaluation reserve shall be disclosed in a note to the accounts.

(d) NOTES TO THE ACCOUNTS REQUIRED IN CASE OF A “SMALL COMPANY” WITHIN THE MEANING OF SECTION 12 COMPANIES (AMENDMENT) ACT 1986 (Part IV, Schedule to 1986 Act)

Preliminary

Any information required in the case of any company by the following provisions shall (if not given in the company’s accounts) be given by way of a note to those accounts. Notes to a company’s accounts may be contained in the accounts or in a separate document annexed to the accounts.
The accounting policies adopted by the company in determining the amounts to be included in respect of items shown in the balance sheet and in determining the profit or loss of the company shall be stated (including such policies with respect to the depreciation and diminution in value of assets).

Share Capital and Debentures

(1) The following information shall be given with respect to the company’s share capital–

(a) the authorised share capital, and

(b) where shares of more that one class have been allotted, the number and aggregate nominal value of shares of each class allotted.

(2) In the case of any part of the allotted share capital that consists of redeemable shares, the following information shall be given

(a) the earliest and latest dates on which the company has power to redeem those shares,

(b) whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company, and

If the company has allotted any shares during the financial year to which the accounts relate, the following information shall be given–

(a) the reason for making the allotment,

(b) the classes of shares allotted, and

(c) in respect of each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment.

Provision for taxation

33. The amount of any provision for taxation other than deferred taxation shall be stated.

Details of indebtedness

34. (1) In respect of each item shown under creditors in the company’s balance sheet there shall be stated–

(a) the aggregate amount of any debts included under that item which are payable or repayable otherwise than by instalments and fall due for payment or repayment after the end of the period of five years beginning with the day next following the end of the financial year,

(b) the aggregate amount of any debts so included which are payable or repayable by instalments any of which fall due for payment after the end of that period,

(d) an indication of the nature of the securities to be given, and, in the case of debts within clause (b) of this subparagraph, the aggregate amount of instalments falling due after the end of that period shall also be disclosed for each such item.

(2) References in subparagraph (1) of this paragraph to an item shown under “creditors” in the company’s balance sheet include references, where amounts falling due to creditors within one year and after more than one year are distinguished in the balance sheet

(a) in a case within subparagraph (1)(a) of this paragraph, to an item shown under the latter of those categories, and

(b) in a case within subparagraph (1)(d) of this paragraph, to an item shown under either of those categories, and references to items shown under “creditors” include references to items which would, but for section 4(6)(b) of the 1986 Act, be shown under that heading.

General

(1) Where sums originally denominated in foreign currencies have been brought into account under any items shown in the balance sheet or profit and loss account, the basis on which those sums have been translated into Irish currency (or with effect from 1/1/2002, euro currency) shall be stated.

(2) In respect of every balance sheet or profit and loss account item which would, but for its inclusion in a note to the accounts, be shown in the balance sheet or profit and loss account format set out in Part I of the Schedule to the Companies (Amendment) Act, 1986 and chosen pursuant to section 4 of the 1986 Act, there shall also be shown in a note to the accounts the corresponding amount for the financial year immediately preceding that to which the accounts relate and where the corresponding amount is not comparable by reason of–

(a) a change in accounting policy in the current financial year, or

(b) a fundamental error in the accounts of an earlier financial year, it shall be adjusted and particulars of the adjustment and the reasons for it shall be given.

Appendix

Details of professional accountancy bodies whose members are recognised under the Companies Acts 1963-2013, to audit the accounts of Companies:

Institute of Certified Public Accountants in Ireland (ICPAI)
Institute of Chartered Accountants in Ireland (ICAI)
The Association of Chartered Certified Accountants (ACCA)
Institute of Incorporated Public Accountants (IIPA)
Institute of Chartered Accountants of Scotland (ICAS)
Institute of Chartered Accountants in England and Wales (ICAEW)