Information Note on the

Companies (Auditing and Accounting) Act 2003

(Commencement) Order 2004

(Statutory Instrument (S.I.) Number 132 of 2004)

On 6 April 2004, the Tánaiste and Minister for Enterprise Trade and Employment signed the above Order. Its purpose is to commence on specified dates a number of sections of the Companies (Auditing and Accounting) Act 2003 (‘the Act’).

The following elements of the Act are commenced with effect from 6 April 2004:

  • Part I (sections 1 to 3, which deal with preliminary matters);
  • Section 52 (which, in inserting a new section 110A in the Company Law Enforcement Act 2001, allows the Minister, the Director of Corporate Enforcement, an inspector appointed pursuant to Part II of the Companies Act 1990 or the Registrar of Companies (or an officer of any of them) to certify certain matters as evidence in legal proceedings);
  • Section 53(a), (c), (d) and (e) (which provides in amendments to section 32 of the Companies (Amendment) (No. 2) Act 1999 that audit exemption shall be conditional on the timely filing of one or more specified annual returns with the Registrar of Companies);
  • Section 54 (which, in amending section 43 of the Companies (Amendment) (No. 2) Act 1999, provides that with regard to companies’ obligation to have one director resident in the State, an alternate director does not constitute a director for this purpose);
  • Section 55 (which provides that the Minister may, by order under section 13 of the Companies Amendment Act 1982, exempt partnerships of a specified type from the ceiling of twenty persons included in section 376 of the Companies Act 1963);
  • Section 56 (which, in amending section 200 of the Companies Act 1963, permits companies to purchase insurance for their officers and auditors); and
  • Section 57 and Schedule 2 (other than the amendments at item 1 to sections 115(6) and 128(4) of the Companies Act 1963 and the amendments at item 9 to the Companies Act 1990). This provides that specified defaults in complying with the Companies Acts are now subject to criminal as well as civil sanction.

The following elements of the Act are commenced with effect from 17 May 2004:

  • Section 46 (which allows companies to file their annual returns before their annual return date (ARD) without bringing the ARD forward as a consequence); and
  • Section 47 (which, in substituting new subsections (6), (6A), (6B) (other than paragraph (b) of that subsection) and (6C) for section 128(6) of the Companies Act 1963, provides that certain private companies are required to annex the auditors’ report to the company’s annual return.

The following element of the Act is commenced with effect from 1 July 2004:

  • Section 53(b) (which raises the annual turnover threshold from €317,273 to €1,500,000 for the purposes of enabling companies avail of an exemption from having to have their financial statements audited, subject to their complying with the other criteria).

Companies intending to avail of audit exemption for financial periods commencing 1 July 2004 or later should note that companies’ members holding shares that confer not less than 10% of total voting rights are entitled to request (in the preceding period) that the exemption not be availed of. However, where such a request is made, it must be made not later than one month before the end of the preceding period.

The text of the S.I. can be accessed The text of the Companies (Auditing and Accounting) Act 2003 can be accessed here. The Company Registration Office’s explanatory booklet on the topic of audit exemption can be accessed at