PART IICOMPANY ACCOUNTS
Exemptions and special provisions
Dormant companies16
The following Article is inserted in Part VIII of the 1986 Order—
Dormant companies
Resolution not to appoint auditors258
1
A company may by special resolution make itself exempt from the provisions of this Part relating to the audit of accounts in the following cases—
a
if the company has been dormant from the time of its formation, by a special resolution passed before the first general meeting of the company at which annual accounts are laid;
b
if the company has been dormant since the end of the previous financial year and—
i
is entitled in respect of its individual accounts for that year to the exemptions conferred by Article 254 on a small company, or would be so entitled but for being a member of an ineligible group, and
ii
is not required to prepare group accounts for that year,
by a special resolution passed at a general meeting of the company at which the annual accounts for that year are laid.
2
A company may not pass such a resolution if it is—
a
a public company,
b
a banking or insurance company, or
c
an authorised person under the Financial Services Act 1986F1.
3
A company is “dormant” during a period in which no significant accounting transaction occurs, that is, no transaction which is required by Article 229 to be entered in the company's accounting records; and a company ceases to be dormant on the occurrence of such a transaction.
For this purpose there shall be disregarded any transaction arising from the taking of shares in the company by a subscriber to the memorandum in pursuance of an undertaking of his in the memorandum.
4
Where a company is, at the end of a financial year, exempt by virtue of this Article from the provisions of this Part relating to the audit of accounts—
a
Articles 246 and 247 (right to receive or demand copies of accounts and reports) have effect with the omission of references to the auditors' report;
b
no copies of an auditors' report need be laid before the company in general meeting;
c
no copy of an auditors' report need be delivered to the registrar, and if none is delivered, the copy of the balance sheet so delivered shall contain a statement by the directors, in a position immediately above the signature required by Article 241(4), that the company was dormant throughout the financial year; and
d
the company shall be treated as entitled in respect of its individual accounts for that year to the exemptions conferred by Article 254 on a small company notwithstanding that it is a member of an ineligible group.
5
Where a company which is exempt by virtue of this Article from the provisions of this Part relating to the audit of accounts—
a
ceases to be dormant, or
b
would no longer qualify (for any other reason) to make itself exempt by passing a resolution under this Article,
it shall thereupon cease to be so exempt.
.