Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
133B. Dormant company exempt from audit requirements
Official textFrom Attorney General's Chambers, unchanged
A company shall be exempt from audit requirements if it has been dormant -
from the time of its formation; or
since the end of the previous financial year.
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.
For the purposes of subsection (2), there shall be disregarded transactions of a company arising from any of the following -
the taking of shares in the company by a subscriber to the memorandum in pursuance of his undertaking in the memorandum;
the appointment of an auditor under section 13 1 ;
the maintenance of a registered ofice under sections 92
and 93;
the keeping of registers and books under sections 98,
120 and 143;
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
Where a company is, at the end of a financial year, exempt from audit requirements under subsection (1) -
financial year
"financial year", in relation to any corporation, means the period in respect of which any profit and loss account of the corporation laid before it in general meeting is made up, whether that period is a year or not;
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;
section 129 has effect with the omission of any reference to the auditor's report or a copy of the report;
a copy of an auditor's report need not be laid before the company in a general meeting; and
the annual return of the company to be lodged with the
Registrar shall be accompanied by a statement by the directors -
that the company is a company referred to in subsection (l)(a) or (b) as at the end of the financial year;
that no notice has been received under subsection (6) in relation to that financial year; and
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.
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.
accounts
"accounts" means profit and loss accounts, or income and expenditure accounts, and balance sheets referred to in section 122 and includes notes (other than auditors' reports or directors' reports) attached or intended to be read with any of those profit and loss accounts, income and expenditure accounts or balance sheets;
Member or members holding in the aggregate -
not less than 5 per cent in nominal value of a company's issued share capital or any class of it; or
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
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.
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
Terms defined in this Act
accounts
Defined · s 2"accounts" means profit and loss accounts, or income and expenditure accounts, and balance sheets referred to in section 122 and includes notes (other than auditors' reports or directors' reports) attached or intended to be read with any of those profit and loss accounts, income and expenditure accounts or balance sheets;
annual return
Defined · s 2"annual return" means the return required to be made, in the case of a company having a share capital, under section 107, and in the case of a company not having a share capital, under section 108;
balance sheet
Defined · s 120A"balance sheet", in relation to a company, means the balance sheet, -. by whatever name called, prepared in accordance with the Accounting Standards;
document
Defined · s 2"document" includes summons, notice, order, and other legal process, and registers;
financial year
Defined · s 2"financial year", in relation to any corporation, means the period in respect of which any profit and loss account of the corporation laid before it in general meeting is made up, whether that period is a year or not;
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
share
Defined · s 2"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
Part 5
Part 6
Part 7
Part 8
Part 9
Part
Restrictions on Sale of Shares and Offers of Shares for Sale
Part
Prohibition of Partnerships with More Than Twenty Members
Part