Auditors Report Otherwise Exempt Companies
Auditor's report where certain company types (unlimited companies etc) are otherwise exempt from filing accounts with the annual return
Under the terms of section 128, certain companies in certain circumstances are exempt from filing accounts with their annual return but they must file an auditors report (section 128 (6), (6a) and (6b)).
Company Types
The following company types, although not required to attach accounts to their annual return, must attach an auditor's report:
(a) a private unlimited company (If a private unlimited company comes under the European Communities (Accounts) Regulations 1993, it must file accounts - see * below);
(b) a private company not trading for the acquisition of gain by the members (The Companies (Amendment) Act 1986 does not apply to this type of company);
(c) a company not having a share capital which
- is incorporated prior to 1972;
- is formed for an object that is charitable and ;
- is under the control of a religion that was formerly recognised by the State under Article 44 of the Constitution and which exercises its functions in accordance with the laws, canons and ordinances of the religion concerned, (Section 128(4), (6a) and (6b) of the Companies Act 1963) ;
(d) a company which is exempted by order of the Commissioners of Charitable Donations and Bequests for Ireland from the application of section 128, being a company formed for charitable purposes not having a share capital (section 128(5) of the Companies Act 1963).
Special Auditors Report
An annual return filed by these four company types is required to have the auditor's report attached but accounts need not be filed (i.e. Form B1 - auditors report).
The auditors report to the directors must confirm that they audited the accounts for the relevant year and must include within it, the auditor's report to the members pursuant to section 193 of the Companies Act 1990.
The requirement, therefore, is for a single document to be filed containing (a) a statement confirming that the auditor audited the accounts and stating the period covered by the accounts and; (b) the text of the report of the auditors made to the members pursuant to section 193 of the Companies Act 1990.
The auditors report is required to be certified by a director and secretary as a true copy of that report (section 128 (6C)) and be attached to the company's annual return (Form B1).
There is still no accounts filing requirement for these company types. Rather, there is a requirement that an auditor's report to be annexed to the company's annual return when delivered to the CRO (B1 - Auditors Report).
(*Note: Pursuant to the European Communities (Accounts) Regulations 1993, certain unlimited companies are subject to the requirements of the Companies (Amendment) Act 1986 as to the preparation and filing of accounts. The 1993 Regulations impose an accounts filing requirement on the following unlimited bodies:
- Unlimited companies and partnerships where all the members, who do not have a limit on their liability, are companies limited by shares or guarantee, or their equivalent if not covered by the law of the State, or any combination of these types of undertaking;
- Unlimited companies and partnerships where all the members, who do not have a limit on their liability are themselves unlimited companies or partnerships of the type referred to above, that are governed by the laws of an EU Member State or equivalent bodies governed by the laws of a Member State or any combination of these types of undertaking.
Where an unlimited company or partnership falls within either of the above two categories, the body is subject to the requirements of the 1986 Act as if it were a limited company).
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