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Section 22 of companies act brings flexible audit exemption regime for small companies

Caroline Bocquel
/ 16th July 2025 /
Cormac Cahill

The Minister for Enterprise, Trade and Employment, Peter Burke TD, has announced the commencement of Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.

This key provision introduces a more flexible audit exemption regime for small and micro-sized companies in Ireland.

Under the previous rules, companies automatically lost their audit exemption if they filed their annual return late with the Companies Registration Office (CRO), even once.

The new regime changes this by allowing one late filing within a five-year period without triggering the loss of audit exemption.

Minister Burke welcomed the change, stating: “This is a positive and practical step for small and micro businesses.

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“Many of these companies operate on tight margins, and the costs associated with preparing audited accounts can be significant.

“By allowing for one late filing without automatic penalty, we’re easing the compliance burden while still maintaining the importance of timely reporting.”

The new rules mean that small companies will only lose their audit exemption if they file late and have also filed late at least once before in the previous five years.

Companies will still incur late filing fees regardless, but this reform ensures that a once-off oversight doesn't lead to disproportionate regulatory consequences.

Minister of State Niamh Smyth TD added: “While we are introducing flexibility, we urge businesses to prioritise meeting their filing deadlines.

“Access to reliable company information is essential for a wide range of stakeholders.

“These changes strike a fair balance between encouraging compliance and supporting the SME sector.”

Section 22 replaces Section 363 of the Companies Act 2014 and includes a transitional measure—any late filing before the introduction of the new rules will not count as a prior failure.

Section 22
This key provision introduces a more flexible audit exemption regime for small and micro-sized companies in Ireland.

The remaining provisions of the 2024 Act, which cover additional administrative and CRO-related updates, are expected to come into effect later in 2025.

The Government says this update reflects its commitment to supporting small businesses, reducing red tape, and ensuring a fair and efficient regulatory environment.

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