Member Article

Persons responsible for filing annual returns for the following types of companies should be aware of this commencement order: Most private unlimited companies; Private companies not trading for the acquisition of gain by the members; Companies not having a share capital which are formed for an object that is charitable and is under the control of a religion recognised under Article 44 of the Constitution; and Companies which are exempted from certain filing requirements by order of the Commissioners of Charitable Donations and Bequests. These companies are not obliged to file accounts with their annual returns. However, when the Companies (Auditing and Accounting) Act 2003 came into operation in May 2004, these companies had to include a statement from the auditor confirming that the auditors had audited the company’s accounts. Now, by virtue of this commencement order (which came into effect on 1 December 2005), these companies must also file an extended auditor’s report pursuant to section 193 of the Companies Act 1990. This report must confirm details about their company’s accounts, such as: (a) whether the auditors have obtained all the information and explanations which, to the best of their knowledge and belief, are necessary for the proposes of their audit; (b) whether, in the auditor’s opinion, proper books of account have been kept by the company; (c) whether, in the auditor’s opinion, proper returns adequate for their audit have been received from branches of the company not visited by them; (d) whether the company's balance sheet and (unless it is framed as a consolidated profit and loss account) profit and loss account are in agreement with the books of account and returns. Therefore, in respect of returns filed as and from 1 December 2005, the auditor's report to the directors of these companies must include within it this extended auditor's report to the members (made pursuant to section 193 of the Companies Act 1990). The requirement 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. There is still no accounts filing requirement for these company types. Rather, there is a requirement that an auditor's report be annexed to the company's annual return when delivered to the CRO.

 

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