Section 363 of the Companies Act 2014 has been amended to ease the burden on small and micro companies registered in Ireland from the requirement to file audited accounts for two years as a result of loss of audit exemption due to the late filing of the annual return with the CRO (Companies Registration Office). This is now Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.
The amendment now provides for such small and micro companies, which would ordinarily be eligible to claim audit exemption, to retain their audit exemption status if they file an annual return late once in a five-year period
What are the requirements?
The following provisions apply:
- Must be eligible to claim audit exemption.
- Must meet the criteria for a small or micro company.
- Must not file late more than once in a five-year period.
Can a small group company avail of S. 22?
If a small group company files individually, then the company may apply S. 22 if it has only one late annual return within five years.
If, however, the companies within the group file consolidated accounts and any company is late filing its return, then all companies in the group must submit audited accounts for the next two years.
When does this change take effect?
The new provision is effective to all companies that meet the criteria, and file or have filed their annual return after 15 July 2025. If a late annual return was filed on or before this date then the old provisions shall apply i.e. audited accounts will be required to be submitted for the subsequent two years, in accordance with the Companies (Statutory Audits) Act 2018.
Conclusion
Eligible companies may avail of S.22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 in respect of a late annual return filing in certain circumstances. Consideration should be given on a case-by-case basis for eligibility to apply this provision.
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