22 January 2025
All Irish registered companies (including dormant companies) are required to prepare statutory financial statements on an annual basis.
These statutory financial statements are required to be presented to the shareholders at an annual general meeting and filed on public record with the Companies Registration Office (“CRO”) in each year.
Depending on a company’s size and trading status, statutory financial statements may also need to be audited.
Here are some key Company Secretarial matters to note for your upcoming audit.
Statutory financial statements cannot be filed on their own. They must be attached to an Annual Return and filed at the same time in the CRO.
The following criteria determine whether the statutory financial statements or abridged financial statements can be filed for individual companies and whether a holding company must file individual or consolidated statutory financial statements (public limited companies, public interest entities, credit and insurance undertakings and regulated entities must file full audited statutory financial statements):
| Size Threshold | Small Company (not exceeding) | Group Company (not exceeding) |
|---|---|---|
| Balance Sheet Total | €7.5m | €9m gross |
| Turnover for year | €15m | €18m gross |
| No of Employees | 50 | 50 |
In order to qualify as a "small company" or "small group", at least two of the above conditions must be met, both in respect of the relevant 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.
If a holding company is required to prepare consolidated statutory financial statements they cannot be abridged.
A holding company, which is also a subsidiary (“Intermediate HoldCo”), can be exempt from the requirement to prepare and file consolidated full statutory financial statements, even if it doesn’t qualify on size grounds for an exemption to consolidation, if certain conditions are met. One of these conditions is that the Intermediate HoldCo must file, with its Annual Return, its individual statutory or abridged financial statements and the consolidated audited financial statements of its parent.
Filing deadlines for the more popular financial year ends are set out below, based on the assumption that a company has extended its Annual Return Date to the maximum time permitted:
| Year End | Must be filed in the following year prior to |
|---|---|
| 31 December | 25 November |
| 31 March | 25 February |
| 30 June | 26 May |
| 30 September | 25 August |
Additionally, every company is obliged by law to submit its statutory financial statements to an Annual General Meeting within nine months of its financial year end and this deadline must be borne in mind when considering timeframes for the completion and filing of statutory or abridged financial statements in the CRO.
Qualifying companies may be able to avail of an exemption from a requirement to have their statutory financial statements audited on the grounds that they qualify as either (i) a small company or (ii) are dormant and meet the associated additional conditions in each case.
In order to avail of the audit exemption, a company must satisfy two of the following conditions, both generally in respect of the financial year concerned and the preceding financial year, unless the year in respect of which the exemption is being claimed is the company’s first financial year:
Currently, if a company is late with the filing of its Annual Return, it will not qualify for audit exemption for the next two years. While the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act, 2024 provides that the exemption will only cease to apply if, after filing an annual return late, a company had also been late in filing an annual return within the previous five years, that provision has not yet been commenced.
If a company is a holding company or a subsidiary company and any member of that group has filed its Annual Return late then no member of that group can avail of the audit exemption for the next two financial years.
A company with subsidiaries qualifies for the small size audit exemption if the largest group of which it is a member qualifies as a small group. All Irish and non-Irish holding companies and sister companies in the Group must be included in determining whether the small size audit exemption criteria have been met.
Dormant companies, other than a public limited company and an investment company, may avail of the dormant company audit exemption if the qualifying conditions are met and the decision to avail of the dormant company audit exemption is recorded by the directors in the minutes of a meeting of directors during the financial year concerned.
The qualifying conditions which must be met during the year in question to qualify as dormant are as follows:-
Once again, and pending commencement of the provisions to being late more than once in a five year period, the company must be filing its Annual Return on time to avail of the dormant audit exemption.
In deciding whether or not a company is dormant, a company may disregard any transaction arising from:-
The dormant company audit exemption is not subject to any size criteria. Therefore, while a company might not qualify for audit exemption because it is part of a group, it could still qualify for the dormant company audit exemption.
An unlimited company is required to file statutory or abridged financial statements with its Annual Return if:
Unlimited companies that do not have any limited liability subsidiaries (incorporated anywhere in the world) and whose shareholders do not have limit on their liability (directly or indirectly) are referred to as Non-Designated Unlimited Companies and are not required to file financial statements with their Annual Returns. Instead, if they are required to do an audit, they file a special auditors report with their Annual Return in lieu of their statutory or abridged financial statements.
Any foreign undertaking (including a body corporate and a partnership) which establishes a branch in Ireland must register that branch in the CRO.
On registration and thereafter every year, an External Company should deliver to the CRO a copy of the accounting documents that the External Company is required to prepare and to be made public in accordance with the laws of the country in which it is incorporated.
If a Non-EEA External Company is required under the laws of its country of incorporation to prepare accounting documents, and whether or not those accounting documents are required to be audited under those laws, those accounting documents are required to be filed with the CRO.
If there is no requirement for a Non-EEA External Company to prepare accounting documents under the laws of the country in which it is incorporated, or the Non-EEA External Company so decides, it must file with the CRO:
*unless the Non-EEA External Company qualifies for Audit Exemption under EU law.
The European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 extended the obligations to file Annual Returns and statutory or abridged financial statements with the CRO for both general and limited partnerships.
Under the 2019 Regulations, Part 6 of the Companies Act 2014 (Financial Statements, Annual Return and Audit) applies to a qualifying partnership as if it were a company formed under the Companies Act 2014.
A qualifying partnership is (i) a general partnership where all of the partners enjoy (directly or indirectly) the benefit of limited liability protection or (ii) a limited partnership where the general partner has the benefit of limited liability protection.
A qualifying partnership therefore has to annually file in the CRO an annual return in the prescribed form and its statutory or abridged financial statements together with an Auditor’s Report (if applicable).
Statutory Auditors are obliged by the Companies Act 2014 to report suspected category 1 or 2 offences (serious offences) including failure to keep adequate accounting records to the Corporate Enforcement Authority.
