16th July 2025
The Minister for Enterprise, Tourism and Employment, Peter Burke, has today announced the commencement of Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.
This provides for a change to the current audit exemption regime, whereby small and micro sized companies will not, in future, automatically lose the privilege of audit exemption on a first occasion, in a five-year period, of late filing of an annual return with the Companies Registration Office (CRO).
Minister Burke said:
“I am pleased to sign the Commencement Order, putting in place an amended audit exemption regime for those small and micro sized companies that are late filing annual returns with the CRO. For the minority of small businesses that do not file on time, the loss of audit exemption can have a disproportionate impact due to the significant costs associated with providing two years of audited financial statements. This new regime will ease the burden on small companies, reducing paperwork and regulatory obligations on our SME sector while bearing in mind the importance of timely filing of annual returns with the CRO”
Minister of State for Trade Promotion, Artificial Intelligence and Digital Transformation, Niamh Smyth added:
“Timely filing of annual returns is a key aspect of company law and access to company information is important for a whole range of stakeholders. It is important to emphasise that companies will still be subject to late filing fees if annual returns are not filed on time with the CRO. I would encourage all companies and their advisors to ensure that they are in a position to file in accordance with statutory filing deadlines.”
Notes for Editors
Section 22 replaces section 363 of the Companies Act 2014 (whereby a company loses its audit exemption on the first occasion of its failure to deliver an annual return) with an updated regime as follows:
- provides that a company that qualifies as a small company will not be entitled to an audit exemption for the following two years where it fails to deliver its annual return and has previously failed to file an annual return in any of the previous five financial years
- further provides that a company’s first annual return or previous failure to file an annual return before the commencement of the provision (as the company has already lost its audit exemption) shall not be considered a previous failure.
This approach being introduced retains late filing fees in all cases but does not penalise small businesses further with the loss of audit exemption where a once-off late filing may arise in any five-year period.
The remaining provisions of the 2024 Act relate to a variety of administrative and filing matters relating to the CRO and will be commenced later in 2025.
ENDS
Back to Department News