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Does Your Company Qualify for the Dormant Company Audit Exemption?

Jul 20, 2022

The Dormant Company Audit Exemption(s.365, CA2014) is a useful exemption for holding companies with a dormant profit and loss account. This exemption is NOT specific to company size and thus a company can qualify to claim this audit exemption based on the fact that it is dormant. 

To do this the directors of the company must: 

(i) be of the opinion that in respect of the financial year concerned, the company is dormant and will satisfy the conditions specified below, and   

(ii) decide that the company should avail of the exemption in that year (and record that decision in the minutes of the meeting concerned):

The conditions to be met:

(i) The company does not have a significant accounting transaction; and 

(ii) The company’s assets and liabilities comprise only permitted assets and liabilities (i.e. investments in shares of, and amounts due to or from, other group undertakings).  

In determining whether or when a company is dormant, the following shall be disregarded: 

(i) any transaction arising from the taking of shares in the company by a subscriber to the constitution as a result of an undertaking of his or her in connection with the formation of the company;   

(ii) any transaction consisting of the payment of fees to CRO in general. The right of members to dissent to the audit exemption does not apply to a dormant company  - that is the right of 10% of the shareholders to serve notice to have an audit. If you require assistance in relation to your audit requirements and whether exemptions such as the dormant company audit exemption may apply, we would be delighted to assist you. 

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