Companies Act 2006 (c. 46)

Part 16 U.K. Audit

Modifications etc. (not altering text)

C1 Pt. 16 applied (with modifications) (8.12.2017) by The Risk Transformation Regulations 2017 (S.I. 2017/1212), regs. 1(2), 162, 163 (with reg. 189)

C2 Pt. 16 excluded (8.4.2020) by Parliamentary Buildings (Restoration and Renewal) Act 2019 (c. 27), s. 14(2)(3), Sch. 2 para. 9(9)

C3 Pt. 16 excluded (S.) (26.11.2020) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) Order 2020 (S.S.I. 2020/402), arts. 1(1), 3

C4 Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C5 Pt. 16 excluded (S.) (10.3.2021) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) Order 2021 (S.S.I. 2021/129), arts. 1(1), 3

C6 Pt. 16 excluded (S.) (15.6.2022) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) Order 2022 (S.S.I. 2022/207), arts. 1(1), 3

C7 Pt. 16 excluded (S.) (30.10.2022) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) (No. 2) Order 2022 (S.S.I. 2022/308), arts. 1(1), 3

C8 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

F1 Chapter 4 U.K. Removal, resignation, etc of auditors

Textual Amendments

F1 Ss. 519-526 amendment to earlier affecting provision S.I. 2008/1911, reg. 46 (6.5.2021) by The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Reports) (Authorised Person) Order 2021 (S.I. 2021/465), arts. 1(2), 6(5) (with art. 9)

Statement by auditor on ceasing to hold office U.K.

[F2 519A Meaning of “public interest company”, “non-public interest company” and “exempt reasons” U.K.

(1) In this Chapter—

• [F3 “public interest company” means a company which is—

  (a)

  an issuer whose transferable securities are admitted to trading on a [F4 UK regulated market];

  (b)

  a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, [F5 which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation]; or

  (c)

  [F6 a person who would be an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before IP completion day, were the United Kingdom a member State;]]

[F7 (2) For the purposes of the definition of “public interest company”—

• “issuer” has the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (see section 102A(6));

• F8 ...

• F8 ...]

(3) In the application of this Chapter to an auditor (“A”) of a company ceasing to hold office, the following are “exempt reasons”—

(a) A is no longer to carry out statutory audit work within the meaning of Part 42 (see section 1210(1));

(b) the company is, or is to become, exempt from audit under section 477, 479A or 480, or from the requirements of this Part under section 482, and intends to include in its balance sheet a statement of the type described in section 475(2);

(c) the company is a subsidiary undertaking of a parent undertaking that is incorporated in the United Kingdom and—

(i) the parent undertaking prepares group accounts, and

(ii) A is being replaced as auditor of the company by the auditor who is conducting, or is to conduct, an audit of the group accounts;

(d) the company is being wound up under Part 4 of the Insolvency Act 1986 or Part 5 of the Insolvency (Northern Ireland) Order 1989 ( S.I. 1989/2405 (N.I. 19)), whether voluntarily or by the court, or a petition under Part 4 of that Act or Part 5 of that Order for the winding up of the company has been presented and not finally dealt with or withdrawn.

(4) But the reason described in subsection (3)(c) is only an exempt reason if the auditor who is conducting, or is to conduct, an audit of the group accounts is also conducting, or is also to conduct, the audit (if any) of the accounts of each of the subsidiary undertakings (of the parent undertaking) that is incorporated in the United Kingdom and included in the consolidation.

(5) The Secretary of State may by order amend the definition of “public interest company” in subsection (1).

(6) An order under subsection (5) is subject to negative resolution procedure.]

Textual Amendments

F2 S. 519A inserted (1.10.2015) by Deregulation Act 2015 (c. 20), ss. 18(3), 115(7); S.I. 2015/1732, art. 2(d) (with arts. 4, 6)

F3 Words in s. 519A(1) substituted (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 26(2) (with reg. 1(12))

F4 Words in s. 519A(1) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 8(a)(i) (with Sch. 4 para. 1(a)) (as amended by S.I. 2020/523, regs. 1(2), 19); 2020 c. 1, Sch. 5 para. 1(1)

F5 Words in s. 519A(1) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 8(a)(ii); 2020 c. 1, Sch. 5 para. 1(1)

F6 Words in s. 519A(1) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 8(a)(iii) (as amended by S.I. 2020/523, regs. 1(2), 14(c)); 2020 c. 1, Sch. 5 para. 1(1)

F7 S. 519A(2) substituted (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 26(3) (with reg. 1(12))

F8 Words in s. 519A(2) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 8(b); 2020 c. 1, Sch. 5 para. 1(1)