Made | 3rd April 2001 | ||
Laid before the Assembly in draft | |||
Coming into operation | 13th April 2001 |
(2) This paragraph applies if the company -
(3) Paragraph (1) does not apply if at any time in the financial year in question the company was -
(4) A company is "dormant" during any period in which it has no significant accounting transaction.
(5) "Significant accounting transaction" means a transaction which -
(6) This paragraph applies to a transaction arising from the taking of shares in the company by a subscriber to the memorandum as a result of an undertaking of his in the memorandum.
(7) This paragraph applies to a transaction consisting of the payment of -
Modification of Article 257B
4.
- (1) Article 257B (cases where exemption from audit not available)[4] is modified as follows.
(2) In paragraph (1A), for "Article 258" substitute "Article 257AA".
(3) In paragraph (1C) -
(4) In paragraph (3), after "Article 257A" insert "or by paragraph (1) of Article 257AA".
(5) In paragraph (4) -
6.
- (1) Schedule 8 (form and content of accounts prepared by small companies)[6] is amended as follows.
(2) After paragraph 51 insert -
7.
- (1) Schedule 8A (form and content of abbreviated accounts of small companies delivered to registrar)[7] is amended as follows.
(2) After paragraph 9 insert -
Minor and consequential amendments
8.
- (1) In paragraph (9) of Article 254 (special provisions for small companies)[8], for the words from "the company" to the end, substitute "the directors of the company have taken advantage of the exemption from audit conferred by Article 257AA (dormant companies)".
(2) In paragraph (1) of Article 255B (special auditors' report)[9] -
(3) In paragraph (3) of Article 257C (the report required for the purposes of Article 257A(2))[10], omit from "(or, where the company is a charity," to "that Article)".
(4) In paragraph (1) of Article 257E (effect of audit exemptions)[11], after "Article 257A(1)" insert "or 257AA(1)".
(5) After paragraph (1) of Article 257E insert -
(6) Article 258 (resolution not to appoint auditors)[12] is hereby repealed.
(7) In paragraph 4(a) of Article 297 (particulars of directors to be registered under Article 296)[13], for "Article 258(3)" substitute "Article 257AA(4)".
(8) In paragraph (2) of Article 394 (election by private company to dispense with annual appointment of auditors)[14], for paragraph (a) substitute -
(9) In paragraph (1) of Article 396A (certain companies exempt from obligation to appoint auditors)[15] for "Article 258" substitute "Article 257AA".
(10) In paragraph 2(2)(a) of Schedule 1 (particulars of directors etc to be contained in statement under Article 21)[16], for "Article 258(3)" substitute "Article 257AA(4)".
Sealed with the Official Seal of the Department of Enterprise, Trade and Investment on
3rd April 2001.
L.S.
Sir Reg Empey
Minister for Enterprise, Trade and Investment
2.
Regulation 2 increases the turnover limit in Article 257A(3)(b) of the 1986 Order which a small company other than a small charitable company must not exceed in respect of a financial year if it is to be exempt from audit. The turnover limit is increased from £350,000 to £1 million (for small charitable companies the gross income limit remains at £90,000).
3.
Regulation 4(3)(b) increases the turnover limit for a group to qualify as a small group for the purposes of Article 257B(1C) from £350,000 net (£420,000 gross) to £1 million net (£1.2 million gross) (the limit as it applies in relation to small charitable companies remains unchanged). A company which would otherwise be disqualified from claiming exemption from audit under Article 257A for a financial year because it was a parent company or subsidiary undertaking for any period in that year, may nevertheless claim the exemption if it is a member of a small group which satisfies the conditions specified in Article 257B(1C). Regulation 4(3)(a) amends Article 257B(1C)(a) to provide for the exemption from audit for small groups to apply to groups where not all the bodies in the group are companies within the meaning of Article 3 of the 1986 Order.
4.
Regulation 3 inserts a new Article 257AA making provision for dormant companies to replace that in Article 258 (which is repealed by regulation 8(6)). Dormant companies as defined will no longer need to pass a special resolution in order to qualify for exemption from audit, but instead will so qualify automatically provided 10 per cent of members do not request an audit. The definition of dormancy has also been amended (see new Article 257AA(4) to (7)).
5.
Regulations 5 to 7 impose new requirements for companies which are claiming dormancy status under Article 257AA for a financial year and which have during that year acted as agent for any person to disclose that fact in the notes to their accounts (the amendments are to Schedules 4, 8 and 8A).
6.
Regulations 2(3), 4(2), (4) and (5) and 8 make minor and consequential amendments.
7.
A Regulatory Impact Assessment of these Regulations is available from the Department of Enterprise, Trade and Investment, Companies Registry, IDB House, 64 Chichester Street, Belfast BT1 4JX. A copy has also been placed in the Assembly Library.
[2] S.I. 1986/1032 (N.I. 6); Article 265 was inserted into the 1986 Order by Article 22 of the Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5)) in place of an existing Article of that numberback
[3] Article 257A was inserted into the 1986 Order by regulation 2 of S.R. 1995 No. 128, and amended by regulation 2 of S.R. 1997 No. 500back
[4] Article 257B was inserted into the 1986 Order by regulation 2 of S.R. 1995 No. 128, and amended by regulation 9 of S.R. 1997 No. 314 and regulation 3 of S.R. 1997 No. 500back
[5] Schedule 4 was amended by Article 6(2) of, and Schedule 1 to, the Companies (Northern Ireland) Order 1990, and by regulation 13(1) of, and Schedule 1 to, S.R. 1997 No. 314back
[6] Schedule 8 was substituted by regulation 2(2) of, and Schedule 1 to, S.R. 1997 No. 436back
[7] Schedule 8A was inserted into the 1986 Order by regulation 2(3) of, and Schedule 2 to, S.R. 1997 No. 436back
[8] Article 254 was inserted into the 1986 Order by Article 15 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number. It was consequently substituted by regulation 2 of S.R. 1997 No. 436 and amended by regulation 6(1) of S.R. 1997 No. 545back
[9] Article 255B was inserted into the 1986 Order by regulation 5 of S.R. 1997 No. 436back
[10] Article 257C was inserted into the 1986 Order by regulation 2 of S.R. 1995 No. 128 and amended by regulation 7 of S.R. 1997 No. 436back
[11] Article 257E was inserted into the 1986 Order by regulation 2 of S.R. 1995 No. 128back
[12] Article 258 was inserted into the 1986 Order by Article 16 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by regulation 2 of S.R. 1993 No. 220, regulation 10 of S.R. 1997 No. 314, and regulation 7(4) of S.R. 1997 No. 436back
[13] Article 297 was amended by Article 25 of, and paragraph 11 of Schedule 10 to, the Companies (Northern Ireland) Order 1990 and by Article 78 of, and paragraph 2 of Schedule 5 to the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504) (N.I. 10))back
[14] Article 394 was inserted into the 1986 Order by Articles 53 and 54(1) of the Companies (No. 2) (Northern Ireland) Order 1990 in place of an existing Article of that numberback
[15] Article 396A was inserted into the 1986 Order by Articles 53 and 54(1) of the Companies (No. 2) (Northern Ireland) Order 1990, and subsequently substituted by Regulation 3 of S.R. 1995 No. 128back
[16] Paragraph 2 of Schedule 1 to the 1986 Order was amended by Article 25 of, and paragraph 20 of Schedule 10 to, the Companies (Northern Ireland) Order 1990back