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1 technical factsheet 175 Guidance on audit exemption for companies and LLPs CONTENTS 1. Introduction 1 2. Articles of association 1 3. Members right to require audit 2 4. Non-group companies and LLPs 2 5. Group companies and LLPs 3 6. EEA parent s subsidiaries 4 7. Dormant companies and LLPs 5 This technical factsheet is for guidance purposes only. It is not a substitute for obtaining specific legal advice. Whilst every care has been taken with the preparation of the technical factsheet neither ACCA nor its employees accept any responsibility for any loss occasioned by reliance on the contents. 1. INTRODUCTION Following the publication by the Department for Business Innovation and Skills (BIS) of the Government s response to the consultation on audit exemptions and the laying of the related statutory instrument in front of Parliament, the rules in respect of audit exemption for companies and LLPs have been substantially modified in respect of financial years ending on or after 1 October (SI 2012/2301 The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations The effect of the new rules is that of taking out of the mandatory audit net a significant number of companies and LLPs; BIS estimates a total figure of 119,000 companies. The main changes introduced by the new rules include: the alignment of audit thresholds to accounting thresholds for small companies, so that a company will be able to claim audit exemption if it qualifies as small by meeting two out of three criteria for turnover, total assets and number of employees changes for group companies so that companies will be able to claim exemption if they are member of a group qualifying as small by meeting two out of three criteria a new exemption available to subsidiaries of any size controlled by an EEA parent by meeting a number of conditions. The guidance in this document considers when a company or LLP may opt for audit exemption in light of the amendments to Companies Act 2006 effective from 1 October ARTICLES OF ASSOCIATION The articles of association of a company may prescribe that an audit of the accounts should be carried out regardless of the fact that audit exemption may be available in accordance with relevant legislation. The articles would therefore need to be carefully considered when determining whether exemption from audit could be claimed. The articles of association supplement but do not replace statutory audit requirements.

2 3. MEMBERS RIGHT TO REQUIRE AUDIT The ability of a small company or LLP to claim audit exemption is limited by the right of members to require an audit. Members representing not less than 10% of the issued share capital, or not less than 10% of the members in number, if the company does not have a share capital, may require an audit of the accounts of a company under section 476 of Companies Act. This request is required to be in place in the year and given not later than one month before the end of that year. 4. NON-GROUP COMPANIES AND LLPs Under amended section 477 of the Act, companies and LLPs that are not part of a group may claim exemption from audit if they qualify as small in a year in accordance with section 382 of Companies Act 2006 and if they do not fall within a category of companies and LLPs excluded by section 478 of the Act. Small companies and LLPs Under section 382 of the Act a company or LLP qualifies as small in its first financial year if it meets at least two of the following three requirements: Turnover Not more than 6.5 million Balance sheet total Not more than 3.26 million Number of employees Not more than 50 For subsequent financial years a company or LLP will qualify as small if it meets the two-year rule, i.e. it will continue to be small unless it fails two of the three criteria in two consecutive financial years or it will become small if it meets two out of the three criteria for two consecutive years. However, if a company or LLP qualified as small for each prior period and does not meet the conditions in the following period only, it will still qualify as small in the next period. A company or LLP will not qualify as small, even if it qualified as small in the previous period, if it fails to meet the criteria for both a period and the period before. If the accounting period in question is actually more or less than a year, the turnover figure needs to be proportionally adjusted. The balance sheet total means the total of the assets shown in the balance sheet without deducting any liability. The average number of employees is calculated by taking the number of persons employed under contracts of service by the company or LLP in each month, adding the monthly totals and dividing it by the number of months in the financial year. In accordance with section 382 of the Act if a company or LLP fails to meet two out of the three criteria in a financial year, it may still claim audit exemption in that year providing it satisfied two out of the three criteria and qualified as small in the preceding financial year. Excluded entities A non-group company or LLP is unable to claim audit exemption if, at any time during the financial year, it falls within one of the following categories of companies and LLPs excluded by section 478 of the Act: 1. a public company 2. an LLP whose securities are admitted to trading on a regulated market in an EEA state 3. a company or LLP that: (i) is an authorised insurance company, a banking entity, an e-money issuer, a MiFID investment firm or a UCITS management company, or (ii) carries on insurance market activity 2

3 4. a special registered body or an employers association as defined in the Trade Union and Labour Relations (Consolidation) Act 1992 or the Industrial Relations (Northern Ireland) Order GROUP COMPANIES AND LLPs In addition to meeting the conditions for non-group entities outlined above (i.e. qualifying as small and not being an excluded entity), Companies and LLPs that are parents or subsidiaries of a group may claim audit exemption if the group of which they are part qualifies as a small group in accordance with section 383 of the Act and if the group was not at any time in the financial year an ineligible group under section 384 of the Act. The exemption provisions for group companies and LLPs are included in the amended section 479 of the Act. Small groups Under section 383 of the Act a group qualifies as small in respect of its parent s first financial year if it meets at least two of the following three requirements: Aggregate turnover Not more than 6.5 million net or 7.8 million gross Aggregate balance sheet total Not more than 3.26 net or 3.9 million gross Aggregate number of employees Not more than 50 For subsequent financial years a group will qualify as small if it meets the two-year rule, i.e. it will continue to be small unless it fails two of the three criteria in two consecutive financial years or it will become small if it meets two out of three criteria for two consecutive years. That is if it meets two of the three requirements for that period and the period before. However, if the group qualified as small for a period and does not meet the criteria in the following period only, it will still qualify as small in the next period. The group will not qualify as small, even if it qualified as small in the previous period, if it does not meet two out of the three requirements for both a period and the period before. The aggregate figures for turnover and balance sheet are obtained by aggregating the relevant figures for each member of the group. Net aggregate turnover and balance sheet means after any set-offs and other adjustments to eliminate intra-group transactions under applicable accounting standards. Gross means without such set-offs and adjustments. Any of the requirements may be satisfied by using either the net or the gross figure. The figures to be used for each subsidiary undertaking are those included in its individual accounts ending on the same date as the accounts of the parent undertaking or those included in the accounts ending before the parent s financial year end. In accordance with section 383 of the Act a group company or LLP may still be able to claim audit exemption even if the group fails to meet two out the three requirements in a financial year, provided that it met at least two requirements and qualified as a small group in the previous financial year. Ineligible groups A company or LLP is unable to claim audit exemption if, at any time during the financial year, it was part of an ineligible group. Under section 384 of Companies Act, a group is ineligible if any of its members is: a public company a body corporate (other than a company) whose shares are admitted to trading on a regulated market in an EEA State a person (other than a small company or small LLP) who has permission under Part 4 of the Financial Services and Markets Act 2000 (c 8) to carry on a regulated activity a small company or small LLP that is an authorised insurance company, a banking company or banking LLP, an e-money issuer, a MiFID investment firm or a UCITS management company 3

4 a person who carries on insurance market activity 6. EEA PARENT S SUBSIDIARIES A new exemption from mandatory audit has been introduced by a new section of the Act (479A) for qualifying subsidiaries that fulfil a set of rather stringent conditions. The eligibility for this exemption is not limited by the failure of the company or LLP to meet the requirements of section 477, 478 or 479 of Companies Act outlined above. The availability of the exemption is in fact regulated by a new set of specifically drafted sections of the Act (479A, 479B and 479C). A subsidiary company or LLP will be able to claim audit exemption if it fulfils all of the following conditions: a) its parent undertaking is established under the law of an EEA (European Economic Area) state b) all members must agree to the exemption in respect of the financial year in question c) the parent must give a statutory guarantee under section 479C of all the outstanding liabilities to which the subsidiary is subject at the end of the financial year d) the company or LLP must be included in the consolidated accounts drawn up by the parent undertaking, which must be prepared in accordance with the Seventh Company Law Directive or International Accounting Standards specifically drafted e) the use of the exemption by the subsidiary under Companies Act 2006 must be disclosed in the notes to the consolidated accounts drawn up by the parent f) the following documents must be filed by the directors or designated members of the subsidiary at Companies House on or before the date that they file the subsidiary s accounts: o written notice of the agreement in (b); o o a statement under section 479C by the parent that it guarantees the subsidiary s liabilities; a copy of the consolidated report and accounts referred to in (d) and the auditor s report on those accounts; g) the company is not quoted within s385(2) of the Companies Act ( the Act ) at any time in the year h) it is not an authorised insurance company, a banking company or LLP, an e-money issuer, a MiFID investment firm or a UCITS management company, or carries on insurance market activity; and i) it is not a trade union or an employer s association. The statement of guarantee of a subsidiary s liabilities given by its parent under section 479C of the Act that is delivered to Companies House needs to specify: the name of the parent undertaking the registered number of the parent undertaking if incorporated in the UK for a parent undertaking outside the UK, the identity of the register and the number with which it is registered the name and registered number of the subsidiary whose liabilities are guaranteed the date of the statement the financial year to which the guarantee relates. The statement must be authenticated by the parent and will have the effect of binding the parent undertaking to guarantee all the liabilities of the subsidiary that are outstanding at the end of the financial year, until they have been satisfied in full. Any person to whom the subsidiary is liable at the end of the financial year will be able to enforce the guarantee against the parent undertaking. A creditor who has obtained a judgement against the parent guarantor in the courts of England and Wales, Scotland or Northern Ireland will generally be able to enforce that judgement in another EEA jurisdiction without issuing separate proceedings there. The effect of this new exemption will be that of allowing qualifying subsidiaries to claim audit exemption even if they are not small companies in their own right or are part of groups that are ineligible or not small. A public company or a member of a group that includes a banking company may still be eligible to claim audit exemption if they meet the new requirements for qualifying subsidiaries. 4

5 7. DORMANT COMPANIES AND LLPs A dormant company or LLP may be able to claim exemption from audit under section 480 of Companies Act 2006 if: it has been dormant since its formation it has been dormant since the end of the previous financial year and the conditions below are met. The conditions are that the company or LLP: as regards its individual accounts for the financial year in question: (a) is entitled to prepare accounts in accordance with the small companies or LLPs regime, or (b) would be so entitled but for having been a member of an ineligible group, and (c) is not required to prepare group accounts for that year. Some dormant companies or LLPs will not be able to claim exemption from audit if at any time during the financial year in question they were: an authorised insurance company, a banking company or banking LLP, an e-money issuer, a MiFID investment firm or a UCITS management company carried on insurance market activity. A company or LLP is not subject to the limitations and conditions in terms of audit exemption under section 479 of the Act if throughout a financial year it was a dormant subsidiary undertaking. A dormant company or LLP is defined by section 1169 of Companies Act as one that does not have any significant accounting transactions, i.e. one that needs to be entered into its accounting records. The issue of shares in the company by a subscriber in connection with the formation of the company or the payment of some fees or penalty to the registrar are not considered significant accounting transactions. 5

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