An Irish company can skip the statutory audit if it qualifies as a small company, which since S.I. 301/2024 means meeting two of three tests: turnover of €15 million or less, a balance sheet total of €7.5 million or less, and 50 or fewer employees. The higher limits apply to financial years beginning on or after 1 January 2024, or 1 January 2023 if the company elects. Since 16 July 2025, a first late annual return no longer costs a small company outside a group its audit exemption, but a second one within five years does.
Every Irish company must have its statutory financial statements audited unless an exemption applies (section 333 of the Companies Act 2014). The main exemption, in Chapter 15 of Part 6, lets a small company choose not to have an audit. Dormant companies have a separate exemption (section 365).
The directors claim it by including a statement on the balance sheet, just above their signatures (section 335).
S.I. 301/2024, the European Union (Adjustments of Size Criteria for Certain Companies and Groups) Regulations 2024, raised the turnover and balance sheet limits in the Companies Act 2014. It gives effect to EU Delegated Directive 2023/2775. Employee numbers did not change.
| Size class | Test | Before S.I. 301/2024 | After S.I. 301/2024 |
|---|---|---|---|
| Micro company | Turnover | €700,000 | €900,000 |
| Micro company | Balance sheet total | €350,000 | €450,000 |
| Micro company | Average employees | 10 | 10 |
| Small company | Turnover | €12 million | €15 million |
| Small company | Balance sheet total | €6 million | €7.5 million |
| Small company | Average employees | 50 | 50 |
| Medium company | Turnover | €40 million | €50 million |
| Medium company | Balance sheet total | €20 million | €25 million |
| Medium company | Average employees | 250 | 250 |
Small group limits (section 280B) are aggregate turnover of €15 million net (€18 million gross), aggregate balance sheet total of €7.5 million net (€9 million gross) and 50 employees.
A micro company must also qualify as small, so it can claim the exemption too. Medium and large companies cannot.
Some companies cannot be small whatever their size: "ineligible" companies under section 275, such as listed companies, credit institutions and insurance undertakings. Section 362 also excludes section 110 securitisation companies.
A company meets the conditions for a year if it passes at least 2 of the 3 tests. Balance sheet total means the total of the assets shown in the balance sheet, with no deduction for liabilities (section 275). Employees are the average for the year, as in the staff note (section 317). For a financial year that is not 12 months long, the turnover limit is adjusted pro rata.
Under section 280A, a company qualifies as small in its first financial year if it meets the conditions in that year. After that, it qualifies as small for a year if any of these apply:
In practice, a growing company needs two years in a row under the limits to become small. An established small company keeps its status until it has been over the limits for two years in a row.
S.I. 301/2024 came into operation on 1 July 2024. It inserted section 280I, which says a company or group applies the new turnover and balance sheet figures, as it elects, either to each financial year beginning on or after 1 January 2024 or to each financial year beginning on or after 1 January 2023.
For a company with a 31 December year end, the new figures apply from the year ended 31 December 2024 at the latest. Today, accounts for 2025 and 2026 are tested against the higher limits.
Section 280I does not say which figures apply to the earlier year when the two-year rule compares this year with last year. If choosing 2023 or 2024 would change your result, ask your accountant or auditor to test both.
Size is not enough on its own.
A holding company or subsidiary can only claim the exemption if the whole group qualifies as a small group (section 359). A subsidiary that is small on its own still needs an audit if its group is too big.
Members holding at least one tenth of the voting rights can serve a written notice that they do not want the exemption for a specified year (section 334). It must be served during the previous financial year, or no later than one month before the end of the year concerned. The company then needs an audit for that year (section 361). In a company limited by guarantee, any single member can serve it (section 1218).
An annual return is due no later than 56 days after the company's annual return date (section 343).
Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 replaced section 363 of the Companies Act 2014. S.I. 325/2025 commenced it on 16 July 2025.
Under the new section 363, a company loses the audit exemption for the 2 financial years immediately after a financial year (the "relevant financial year") only if both of these apply:
When counting earlier late filings, two things are ignored: a late first annual return (the one filed after incorporation, with no accounts attached), and any late filing before 16 July 2025.
Section 364, which covers groups, was not changed. If any company in a small group files late even once, the holding company and the other members lose the exemption for the next 2 financial years. The Law Reform Commission's revised Act, stated to be up to date to 17 September 2026, still shows this wording.
For companies already caught by the old rule, the CRO's commencement notice says late annual returns filed up to midnight on 15 July 2025 still require an audit for the following two annual returns. The Act does not deal with this expressly, so treat the CRO's view as the working position.
For deadlines, late filing fees and strike off risk, see our guide to the CRO annual return deadline and late filing.
Example Foods Ltd (a fictional company) has a 31 December year end, no group and uses the default start date for the new limits.
| Year | Turnover | Balance sheet total | Average employees |
|---|---|---|---|
| 2024 | €13.5 million | €6.9 million | 46 |
| 2025 | €14.2 million | €7.2 million | 54 |
| 2026 (forecast) | €16.1 million | €7.8 million | 57 |
Under the old limits (€12m, €6m, 50 staff): 2024 passes only the employee test (1 of 3) and 2025 passes none, so the company would need an audit.
Under the new limits (€15m, €7.5m, 50 staff):
Result:
So the exemption is available for 2025 and 2026, provided no members' notice is served and the late filing rule does not bite. The directors should line up a 2027 auditor early.
Suppose the same company files the annual return with its 2025 accounts late. That is its first late filing since 16 July 2025, so it keeps the exemption. If it then files the return with its 2027 accounts late as well, 2025 falls within the five years before 2027, so it loses the exemption for 2028 and 2029. This assumes a return counts for the year whose accounts it carries. The new section 363 says "in respect of" a financial year without defining it, so if you are close to the line, check the timing with your accountant.
M.A. Whately are Registered Auditors, so we can test your company's size each year, confirm whether the exemption is available and carry out the audit when it is not. Our audit service and company secretarial service cover both sides, and the free compliance calendar helps you track your annual return date. To talk it through, book a chat.
A company must meet 2 of 3 tests: turnover of €15 million or less, balance sheet total of €7.5 million or less, and an average of 50 or fewer employees. These limits come from S.I. 301/2024 and apply to financial years beginning on or after 1 January 2024.
No, not on size grounds. A micro company (2 of: turnover up to €900,000, balance sheet up to €450,000, up to 10 employees) also qualifies as small, so it can claim audit exemption if the other conditions are met.
Since 16 July 2025, a small company that is not in a group keeps the exemption on a first late filing. A second late annual return within five financial years removes it for the next 2 financial years, and late filings before 16 July 2025 are not counted.
Yes. Members with at least 10% of the voting rights can serve a written notice requiring an audit for a specified year, no later than one month before that year ends. In a company limited by guarantee, any single member can do this.
Usually not. A company that was small keeps its status for one more year after it first exceeds the limits, and needs an audit only once it has been over the limits for two consecutive years.
Last checked: 3 October 2026. Written by the M.A. Whately team. This guide is general information, not advice for your situation; talk to us before acting on it.
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