Exemptions are available in relation to Financial Statements.
Although the company must lay full Financial Statements before an AGM, depending on the type and size of the company it may be able to claim an exemption from filing full, or any, Financial Statements with the CRO. Companies meeting specific criteria could possibly claim one or more of the following exemptions:
- Small Company Audit Exemption
- Dormant Company Audit Exemption
- Size /abridgement Exemption
- Exemption from filing Financial Statements
Small Company Audit Exemption
A small company that satisfies certain conditions can claim three types of exemption:
- Exemption from filing full Financial Statements (“abridged Financial Statements”) (s.352)
- Exemption from filing an auditor’s report (the “audit exemption”)(s.360)
- Dormant company exemption (available to all sized companies) (s.365)
Exemption from filing full Financial Statements (the “size/abridgement exemption”) (s.352)
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
(Exemption is not available to public companies except CLGs (Companies Limited by Guarantee)).
Small companies who claim the “size/ abridgment exemption” are required to file:
- The Balance Sheet of the company (with the “small company exemption statement”)
- An extract from the director’s report stating the directors interest in shares and debentures
- An auditor’s report (with the section of the auditor’s report required when claiming the small company exemption) (S.356(1) Companies Act 2014)
- Notes to the Financial Statements (s.314 to s.323 Companies Act 2014)
Small company “size/ abridgement exemption” statements:
A company claiming the “size/ abridgement exemption” must file the Auditor’s Report to the directors and must state the following on their Balance Sheet:
I/We, as director(s) of (company name), state that –
The company has relied on the specified exemption contained in section 352 Companies Act 2014; the company has done so on the grounds that it is entitled to the benefit of that exemption as a small company and confirm that the abridged Financial Statements have been properly prepared in accordance with section 353 Companies Act 2014.
On behalf of the board:
TYPED Name of Signatory: TYPED Name of Signatory:
Exemption from filing an auditor’s report (the “audit exemption”)(s.360 CA 2014)
Small Company Audit Exemption
In order for a company to qualify for the small company audit exemption the company must meet the following criteria in respect of the financial year concerned and the preceding year – s.350(3) CA 2014.
The company must qualify as a “small company”. The company must not come within any of the 18 classes of companies listed in the Fifth Schedule to the 2014 Act. The company’s annual return, to which Financial Statements are attached, must be filed on time for the year in question and the previous year. (s.363 CA 2014)
Small companies who claim both the audit and abridgement exemptions are required to file:
- The Balance Sheet of the company (with (a) to (e) of the “audit exemption statement” included at the bottom of the Balance Sheet)
- An extract from the Directors’ Report stating the Directors interest in shares and debentures
- Notes to the Financial Statements
What must the company do before claiming audit exemption?
In deciding if they want to have the audit in respect of a financial year, they should consider the fact that third parties connected with the company (e.g. bankers or trade organisations) may still require an audit to be completed.
Furthermore, if one or more of the company’s shareholders representing not less than 10% of the voting rights (one member for a guarantee company CLG) request that the company not avail itself of the 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).
If the Directors of a dormant company decide to claim audit exemption in respect of a financial year, they must make the decision in that financial year and record the decision in the minutes of the meeting concerned (s.365(1) CA 2014).
What happens if the company loses the audit exemption by filing late?
If an annual return is filed late, the company loses the entitlement to claim the audit exemption in the current year and in the following year.
The above is for general guidance purposes only. Please contact us to find out more.