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When does a company lose its audit exemption?

When it stops meeting the criteria (for example, it passes only one of the three tests, or stops being dormant), it is no longer exempt for future years but stays exempt for the years in which it did qualify. A 5% member notice or a Registrar direction can also require an audit.

Failing the criteria. Paragraph 13 of Practice Directive 10/2024 says that when a company ceases to qualify it ceases to be exempted, but remains exempted for the accounts of the years in which it did qualify. SSM's FAQ repeats this: eligibility is lost for future financial years while earlier exempt years stand.

How it typically happens

  • Two of the three tests are failed in a year. Because tests cover the current and two prior years, one strong year can keep a company out for up to three years, until the high year drops out of the window.
  • A dormant company starts trading or records accounting transactions, so it is no longer dormant.
  • The company becomes a subsidiary of a public company, or otherwise becomes an excluded type.
  • A phase limit is lower than the company's size (for example, Phase 1 limits in 2025).

Other ways to be required to audit

  • A written notice from 5% of shareholders or members, or a direction from the Registrar, under paragraph 14.

What to do when the exemption ends

  • Appoint an auditor in time (see the first-auditor and reappointment questions).
  • Expect opening balances to need checking by the new auditor, since the prior year was unaudited.
  • Plan before year-end, not after: SSM expects companies to reassess eligibility every year.
  • SSM Practice Directive 10/2024, paras 13-14

Sources

Applies to Financial periods commencing on or after 1 January 2025 (thresholds phased 2025-2027) · Last reviewed 29 October 2026

General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.

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    When does a company lose its audit exemption? | OCTIS