Your company is small, the accountant is preparing the year-end figures, and the next CRO annual return is approaching. Can the accounts be filed without a statutory audit? The answer depends on more than modest turnover or the fact that last year's accounts were unaudited.
This guide is a decision checklist for directors of an ordinary Irish private company limited by shares, or LTD. It is not a statutory audit opinion or a full guide for regulated entities and groups. Official sources were checked on 11 October 2026, including the audit-exemption changes effective from 16 July 2025. Have the accountant assess the company and financial year concerned before finalising the accounts.
Four different exemptions and processes are often confused
Statutory audit exemption concerns whether an independent statutory auditor must audit the financial statements. Abridgement concerns what financial information may be filed. An exemption from filing financial statements is a different question again. A company's Revenue returns belong to the tax system, not the CRO annual-return process.
An ordinary LTD should not interpret audit exemption as permission to skip preparing accounts. CRO's exemption table distinguishes audit eligibility from filing exemptions by company type. The first annual return has a separate financial-statement position; do not extrapolate that first-return treatment to later years.
When requesting a quote, describe the work you actually need: bookkeeping, accounts preparation, statutory audit if required, and Form B1 filing. Ask which of those tasks is included. A filing service attaching accounts supplied by the company is not necessarily preparing them, and an accountant preparing accounts is not necessarily conducting a statutory audit.
Check the small-company size criteria using the right figures
Under Section 280A, the qualifying conditions require at least two of three limits: turnover no more than EUR 15 million, balance sheet total no more than EUR 7.5 million, and average employees no more than 50. The first-year and subsequent-year rules are not identical, and the section excludes holding and ineligible companies from its standalone route.
Ask the accountant to apply the prior-year and continuity provisions rather than checking this year's turnover alone. The turnover limit is proportionately adjusted where the financial year is not twelve months. The employee figure follows the statutory averaging method; today's headcount is not necessarily the correct number.
Prepare the relevant figures from the accounts and supporting records. Balance sheet total is not just the bank balance, and turnover is not the same as profit. If a figure is near a limit, do not round it down for convenience. Have any classification or adjustment explained and retain the calculation with the annual accounts file.
| Measure | Current statutory limit | Common mistake |
|---|---|---|
| Turnover | EUR 15 million | Checking profit instead, or ignoring a non-twelve-month year |
| Balance sheet total | EUR 7.5 million | Checking only cash in the bank |
| Average employees | 50 | Using headcount on a single day |
Do not ignore group membership or excluded activities
A subsidiary with little turnover should not assume it qualifies just because its own numbers are small. Group status needs separate consideration, including the relevant group tests and conditions. CRO also identifies excluded company categories. A general small-company checklist is not enough for financial institutions or other ineligible entities.
Tell the accountant about parent companies, subsidiaries and ownership changes during the year. Supply the group structure and dates, even if the entities are overseas or use a different accounting firm. Explain any regulated activity instead of relying on the business description originally entered at incorporation.
The practical decision is who will assess the full structure and obtain missing information. Do not wait until the B1 filing week to discover that another company holds relevant records. Where group accounts, guarantees or an alternative exemption may be involved, request specific advice and do not apply a rule intended for a standalone LTD.
Understand what changed for late annual returns in July 2025
The amended lateness regime took effect on 16 July 2025. The government's commencement announcement explains that a qualifying small company no longer automatically loses exemption on its first late-filing occasion within the relevant period. A further failure with a relevant earlier failure in the preceding five financial years can remove exemption for the following two years.
The announcement also explains exclusions for the company's first annual return and failures before commencement when assessing an earlier failure. These details matter: do not replace the legal test with an informal count of late calendar-year submissions. Obtain the return dates and financial years, and ask the accountant to assess the actual filing history.
Late filing fees remain. The change is not an extension of the B1 deadline, a waiver of penalties or permission to leave the company record incomplete. Review a delayed return urgently even if the company believes it will retain audit exemption. A correction problem can still require prompt action and affect the completion timetable.
Check the transition before assuming an old audit requirement vanished
CRO's commencement notice states that late annual returns filed up to midnight on 15 July 2025 require audit for the following two annual returns. It separately explains that pre-commencement failures are disregarded as earlier failures under the new rule. Those are different statements, not an automatic cancellation of an existing audit requirement.
Build a simple filing-history schedule for the accountant: return made-up date, statutory filing deadline, actual completed delivery date, financial year covered and any correction notices. Include older correspondence explaining why exemption was lost. If the records are unclear, ask for a review instead of deleting the audit task from the calendar.
For example, a fictional company whose late return before commencement already triggered an audit obligation should not assume the new first-failure concession retrospectively cures it. An adviser needs to identify the affected returns and continuing requirement. This is especially important after changing accountants, when the original reason for audited accounts may be missing from the new team's handover.
A qualifying shareholder request can still require an audit
For the LTD small-company route, Section 334 permits members holding at least 10% of total voting rights in aggregate to serve a written notice against using the exemption for a specified financial year. The notice can be served in the preceding year or in the relevant year no later than one month before its end.
Check the actual voting rights rather than assuming the economic share percentage is identical. Keep any notice and its service details with the accounts instructions. A qualifying minority request cannot simply be ignored because the majority would prefer to save money or because the company otherwise meets the size conditions.
A fictional investor with 20% of ordinary voting rights may have the statutory ability to request an audit within the required timing. Separately, a lender or investment contract may impose its own audit requirement. Give the accountant both the member correspondence and commercial agreements so the work is planned before the filing deadline.
Complete the accounts statements and B1 as separate checks
CRO publishes requirements for the statements used when claiming audit exemption. Have the accountant prepare the appropriate wording for the company's route and financial year. Do not copy a partial paragraph from an old template or claim a dormant-company exemption merely because there were no sales.
Reconcile the final approved accounts with the document attached to the annual return. Confirm the correct company, financial year, signatures and required statements. The person filing B1 should know which version is final. A correctly calculated exemption does not rescue an attachment containing the wrong year or incomplete execution.
Keep the annual-return timetable separate from the accounting review. CRO generally requires filing within 56 days of the return's made-up date, with financial-statement timing also relevant where accounts are required. Confirm the actual deadline for the company. The Annual Return Date is not automatically the final delivery day, and submitting a draft does not establish completed filing.
If the company cannot claim exemption, plan the work early
Ask the accountant to explain the reason and the financial years affected in writing. It may be size, company status, group conditions, filing history or a member request. That explanation helps you obtain the correct scope instead of purchasing a generic accounts service and discovering later that it does not include the necessary audit.
Where an audit is required, arrange an appropriately qualified statutory auditor and agree the timetable. Prepare source records, reconciliations, contracts and answers to outstanding questions. Do not assume the annual-return filing provider is the statutory auditor, or that ordering a service means the company has already satisfied an audit requirement.
Retain a practical record of the decision each year. If circumstances change, ask what must be reassessed before exemption can be claimed again. Avoid treating audit status as a permanent label in the accounting software. A conclusion for one set of accounts does not automatically settle the next financial year.
The director's pre-filing checklist
Use this list to brief the accountant and filing provider. It is a preparation aid, not a self-certification form. Ask for any unresolved question to be identified before approving the accounts; the last few days before delivery should be used for completion checks rather than rebuilding the company's filing history.
- Confirm company type, activities, group structure and any excluded status.
- Apply the correct size figures, financial-year length and continuity rules.
- Provide relevant annual-return history, delivery dates and correction notices.
- Check whether a pre-commencement failure created a continuing audit requirement.
- Review member notices, voting rights and contractual audit commitments.
- Agree who prepares accounts, assesses exemption and performs any required audit.
- Check the final statements, signatures and attachment against the company and year.
- Confirm the B1 deadline, presenter, signatories and evidence of completed delivery.
- Keep Revenue obligations and tax-return work on their own timetable.
Request annual-return support with a clear scope
Our Annual Returns service is a route to B1 preparation and filing support. Before ordering, tell us whether this is the first return, whether financial statements are ready and whether an audit-exemption question remains unresolved. Review the live service details and checkout for the current total payable.
Ask which documents you must supply and whether accounts preparation or any statutory audit is separately required. Payment is not a filed B1 or an audit opinion. Keep the completion confirmation and follow up on any outstanding notice. A clear division between accountant, auditor and presenter helps the company avoid gaps without paying for work under the wrong description.
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Official information and next steps
Official sources checked on 11 October 2026. Eligibility is financial-year and company specific; obtain your accountant's assessment and any required audit before relying on an exemption.