Investment Funds, Companies and Miscellaneous Provisions Act 2006

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Exemption from audit requirement.

9.— (1) Part III of the Companies (Amendment) (No. 2) Act 1999 is amended—

(a) in section 32(1) (as amended by the Companies (Auditing and Accounting) Act 2003 )—

(i) by substituting “Subject to sections 32A and 32B” for “Subject to sections 32A and 33(1)”, and

(ii) by substituting the following paragraph for paragraph (ii):

“(ii) unless and until—

(I) circumstances, if any, arise in that financial year which result in one or more of the said conditions not being satisfied in respect of that year, or

(II) circumstances otherwise arise by reason of which the said company is not entitled to the exemption in respect of that financial year,

the provisions mentioned in subsection (2) shall not apply to the said company in respect of that year.”,

(b) in section 32(3)—

(i) by substituting, in paragraph (a)(ii), “€7.3 million” for “€1,500,000” (inserted by the Companies (Auditing and Accounting) Act 2003 ), and

(ii) by substituting, in paragraph (a)(iii), “€3.65 million” for “£1,500,000”,

(c) by inserting the following section after section 32A (inserted by the Companies (Auditing and Accounting) Act 2003 ):

“Exemption conditional on notice under section 33(1) not being served.

32B.— Notwithstanding that the conditions specified in section 32(3) are satisfied, a company is not entitled to the exemption in a financial year if a notice, with respect to that year, is served, under and in accordance with section 33(1) and (2), on the company.”,

(d) in section 33—

(i) by substituting the following subsections for subsections (1) and (2):

“(1) Any member or members of a company holding shares in the company that confer, in aggregate, not less than one-tenth of the total voting rights in the company may serve a notice in writing on the company stating that that member or those members do not wish the exemption to be available to the company in a financial year specified in the notice.

(2) A notice under subsection (1) may be served on the company either—

(a) during the financial year immediately preceding the financial year to which the notice relates, or

(b) during the financial year to which the notice relates (but not later than 1 month before the end of that year).”,

(ii) by deleting subsection (3), and

(iii) in subsection (4), by substituting the following paragraph for paragraph (c):

“(c) no notice under subsection (1) has, in accordance with subsection (2), been served on the company, and”,

and

(e) in section 35, by substituting the following subsection for subsection (1):

“(1) Whenever by reason of—

(a) circumstances referred to in section 32(1)(ii) arising in the financial year concerned the exemption ceases to have effect in relation to a company in respect of that year, or

(b) circumstances otherwise arising a company is not entitled to the exemption in respect of the financial year concerned,

it shall be the duty of the directors of the company to appoint an auditor of the company as soon as may be after those circumstances arise and such an appointment may be made by the directors notwithstanding the provisions of section 160 of the Principal Act.”.

(2) Nothing in subsection (1)(b) prejudices the future exercise of the power under subsection (7) of section 32 of the Companies (Amendment) (No. 2) Act 1999 in relation to subsection (3) (as it stands amended by subsection (1)(b)) of that section 32.