Skip to content
bruneilawsby aturio
Back to the text

Companies Act · s 133B

Suggest a correction

Tell us what is wrong in this text. We check every suggestion against the official version before we change anything.

What is wrong?

The text as we hold it

Open the official text

s 133BDormant company exempt from audit requirements

(1)

A company shall be exempt from audit requirements if it has been dormant -

(a)

from the time of its formation; or

(b)

since the end of the previous financial year.

(2)

A company is dormant during a period in which no accounting transaction occurs and the company ceases to be dormant on the occurrence of such a transaction.

(3)

For the purposes of subsection (2), there shall be disregarded transactions of a company arising from any of the following -

(a)

the taking of shares in the company by a subscriber to the memorandum in pursuance of his undertaking in the memorandum;

(b)

the appointment of an auditor under section 13 1 ;

(c)

the maintenance of a registered ofice under sections 92

and 93;

(d)

the keeping of registers and books under sections 98,

120 and 143;

(e)

the payment of any fee specified in Schedule 8 or an amount of any fine or penalty paid to the Registrar under Part 11;

other matters as may be prescribed.

Companies

CAP. 39 135

(4)

Where a company is, at the end of a financial year, exempt from audit requirements under subsection (1) -

(a)

a copy of balance sheet of the company, including every document required by law to be annexed thereto to be sent under section 129, need not be audited;

(b)

section 129 has effect with the omission of any reference to the auditor's report or a copy of the report;

(c)

a copy of an auditor's report need not be laid before the company in a general meeting; and

(d)

the annual return of the company to be lodged with the

Registrar shall be accompanied by a statement by the directors -

(i)

that the company is a company referred to in subsection (l)(a) or (b) as at the end of the financial year;

(ii)

that no notice has been received under subsection (6) in relation to that financial year; and

(iii)

as to whether the books of account required by this

Act to be kept by the company have been kept in accordance with section 12 1.

(5)

Where a company which is exempt from audit requirements under subsection (1) ceases to be dormant, it shall thereupon cease to be so exempt; but it shall remain so exempt in relation to accounts for the financial year in which it was dormant throughout.

(6)

Member or members holding in the aggregate -

(a)

not less than 5 per cent in nominal value of a company's issued share capital or any class of it; or

(b)

if the company does not have a share capital, not less than 5 per cent in number of the members of the company,

136 CAP. 39

Companies may, by notice in writing to the company during a financial year but not later than one month before the end of that year, require the company to obtain an audit of its accounts for that year.

a

(7)

Where a notice is given under subsection (6), the company is not entitled to the exemption under subsection (1) in respect of the financial year to which the notice relates.

(8)

In this section, "accounting transaction" means a transaction the record of which is in the books of account required to be kept under section 12 1.

a