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faq Guidance & FAQs FAQs: Company Formation FAQs: Company Names FAQs: Business Names FAQs: Administration & Management FAQs: Annual Return FAQs: Accounting Reference Dates FAQs: Role of a Company Auditor FAQs: Late Filing Penalties FAQs: Dormant Companies FAQs: LLPs Formation and Names FAQs: LLP Management FAQs: Oversea Companies

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WHAT IS AN AUDITOR?

An auditor is a person who makes an independent report to a company's members as to whether its financial statements have been properly prepared in accordance with the Companies Act 1985. The report must also say if a company's accounts give a true and fair view of its affairs. Most companies are required to have their accounts audited - see question 2 below.

MUST ALL COMPANY ACCOUNTS BE AUDITED?

No. If they qualify for exemption and wish to take advantage of it, dormant companies and certain small companies do not have to have their accounts audited. To qualify for audit exemption as a small company, the company must:

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Coddan is one of the foremost and most economical providers of limited companies formation and new business entity registration services in the UK. Coddan is a leading company set-up agent that has expertise in off the shelf companies, ready-made companies, own name company formation as well as company search, credit checking, company secretarial, accounting and bookkeeping, tax advice & charity registration. Simple cost effective limited company set-up. No paper forms to complete, all information provided electronically. Coddan offer a range of services for business, including business company set-up, virtual office services, mailing address, and company secretarial services.

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Qualify as small. Have a turnover of not more than £1 million; and have a balance sheet total of not more than £ 1.4 million (For accounts covering a financial year that ended before 26 July 2000, the turnover must not be more than £350,000). For a charitable company to qualify for total audit exemption, it must qualify as small, its gross income must not be more than £90,000 and its balance sheet total must not be more than £1.4 million. Charities with a gross income between £90,000 and £250,000 and a balance sheet total of not more than £1.4 million qualify for partial exemption.

Dormant company audit exemption may be claimed by a limited company that has not traded during a financial year, unless it is a banking or insurance company or an authorised person under the Financial Services Act 1986. Dormant companies do not need to appoint auditors and can deliver very basic accounts to Companies House.

HOW IS A COMPANY AUDITOR APPOINTED?

The directors appoint the first auditor of the company. The auditor then holds office until the end of the first meeting of the company at which its accounts are laid before the members. At that meeting the members of the company can re-appoint the auditor, or appoint a different auditor, to hold office from the end of that meeting until the end of the next meeting at which accounts are laid.

However, private companies can pass an "elective resolution" not to lay accounts before the members in a general meeting. If this is done, then the auditor has to be re-appointed, or a new one appointed, at another meeting of the company's members that must be held within 28 days of the accounts being sent to the members.

Private companies can also pass an elective resolution dispensing with the need to appoint an auditor every year. If that happens, the auditor already appointed remains in office without further formality until a resolution is passed to re-introduce annual appointment or to remove him or her as auditor. For more information on resolutions, see the booklet "Resolutions".

WHAT DOES AN AUDITOR DO?

The auditor will check the accounts and accounting records of the company and prepare a report for the company's members. The report will say if the company's annual accounts have been properly prepared in accordance with the Companies Acts and if they give a true and fair view of the company's financial affairs. The auditor will also consider if the information given in the directors' report is consistent with the annual accounts. If in the auditor's opinion, the accounts or directors' report does not comply with the Companies Act, the auditor will say so in the report.

CAN MY ACCOUNTANT BE MY AUDITOR?

An auditor must be independent of the company, therefore, a person cannot be appointed as an auditor if they are: an officer or employee of the company or an associated company; a partner or employee of such a person, or a partnership of which such a person is a partner.

If your accountant does not fall into one of the above categories and if he or she has a current audit-practising certificate issued by a recognised supervisory body, they may act as the company's auditors.

NB: Not all members of a recognised supervisory body are eligible to act as an auditor but the appropriate body will be able to tell you whether a particular individual or firm has a current audit-practising certificate.

IS AN AUDITOR ONLY CONCERNED WITH ANNUAL ACCOUNTS?

Yes. However, there is nothing to stop you employing an auditor for other purposes, such as keeping the books or compiling the tax return, provided he [ or she ] does not take part in the management of the company. You should agree an engagement letter that sets out the auditor's duties. For instance, the company may want the auditor to prepare a management report after an audit, listing all the minor faults that were found even if they have been corrected.