Companies Act 2014 section 363

Audit exemption (non-group situation) not available unless annual return filed in time

Section 363 sets out the circumstances in which a company (not part of a group) loses its audit exemption due to repeated late filing of annual returns with the Registrar of Companies.

• A company that fails to file its annual return on time for a financial year and also has a prior late filing within the preceding five years loses its audit exemption for the next two financial years
• Both conditions must be met — a single late filing on its own does not trigger the loss of exemption
• A failure to file the company's very first annual return after incorporation is disregarded when assessing the prior filing history
• Any failure to file an annual return before the operative date (being the commencement date of section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024) is also disregarded