On 16th July, Peter Burke the Minister for Enterprise, Trade and Employment signed the commencement order for S.22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024under Statutory Instrument No. S.I. No. 325 of 2025.
Section 363 of CA2014 is amended so that a company that qualifies as a small or micro company will not be entitled to an audit exemption for the following two years where it fails to deliver, for a second or subsequent time within a period of 5 consecutive years, an annual return compliant with S343 of CA2014.
This means that, as of the 16th July 2025 onwards, a small company will not lose its audit exemption for 2 years if it files only one annual return late once in a five-year period, whereaspreviously one annual return was filed late, the audit exemption was lost for the following 2 years. However, late fees will continue to apply.
The following is a selection of common queries that have crossed our desks in relation to the new audit exemption change;
- If I avail of S.22 do I have to pay late fees for the late return?
Yes, late fees will still apply. - Does the '5-year cycle' count from 16/07/2025?
The five-year period begins from the date of filing the late annual return.
For example, if ARD 30 September 2024 was late and you filed on 30 July 2025, your five-year period begins on 30 July 2025 and you must keep this period clean until 30 July 2030. - Does the new audit exemption allow you to file more than one year's outstanding return?
Audited financial statements are required where a company has filed late twice or more in the last 5 years. Therefore, you may only have one outstanding return. - A small company missed its ARD filing deadline with CRO in March 2025 but didn't file late until new legislation was passed. Can they avail of the new rules, as it's the company's first late return and it was filed late after 16th July?
Yes, as this would be their first late return. - A Company filed late in 2024, prior to the change in legislation. Do they now still have to do the two-year audit?
Yes, the law at the time applies – Statutory Audit Act 2018 and ARD for the two following years will require an audit regardless.
- A Client hasn't yet filed ARD 2023, 2024 or 2025 - What is the position here?
S.22 cannot be applied as you cannot be late more than once in a 5-year period. A S.343 Application may be applied to ARD 2023, 2024 and 2025 to prevent loss of audit exemption as the returns have not been filed.
This Blog has been developed based on common queries from our client base in response to the introduction of the new legislation announced by the Department of Enterprise, Trade and Employment on 16 July 2025 in relation to Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.
It is intended to provide general guidance only and should not be relied upon as a substitute for professional or legal advice.
Each situation will vary depending on the specific facts and circumstances, and we strongly recommend that users assess their individual case accordingly.
Where uncertainty remains, or where official clarification is needed, you should contact the Companies Registration Office (CRO) or seek professional guidance.
If you would like to discuss any of the above or seek a 343. Application with a member of our team please contact a member of staff at 0539100000.
The contents of this article are meant as a guide only and are not a substitute for professional advice. The authors accept no responsibility for any action taken, or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article.