Does my UK subsidiary need an audit?

Small standalone UK companies and LLPs are exempt from audit. If the entity is in a group, however, it can only claim the “small” audit exemption (s477 exemption) if the whole worldwide group of which it is a member is also small.

About the author

Katherine White

+44 (0)20 7556 1374

What is a small group?

The whole worldwide group must meet two out of the three following criteria for two years in a row to qualify as “small”:


<£10.2m (net)

<£12.2m (gross)

Total assets

<£5.1m (net)

<£6.1m (gross)

Average number of employees

Not more than 50

Also, some groups are not eligible to qualify as small by their nature. This includes groups where any entity is: 

a MiFID investment firm;

a UCITS management company;

authorised under the Banking Consolidation Directive or the Insurance Directives;

an e-money issuer; or

listed in an EEA state such as listed on the London Stock Exchange.

If you have one of the above in the group, you will probably know about it, but as the definitions are complex do feel free to contact us for assistance.

Are there any other exemptions?

If your UK company or LLP is a subsidiary of an EU parent company that prepares consolidated audited accounts that include the entity, then there is an exemption available if the parent guarantees the liabilities of the subsidiary. (s479A exemption)

Dormant companies and LLPs (i.e. those which have no transactions at all) are also exempt from audit. (s480 exemption)

What do I need to do if my subsidiary is not audit exempt?

The company’s directors must appoint a UK statutory auditor. The auditor will perform theirwork, which includes analysing the accounts and disclosures, looking at evidence thatsupports the transactions and balances andreviewing changes from one year to the next.

The auditor will report on whether or not the accounts are “true and fair”. The report will be included with the accounts when they are sent to the shareholders, Companies House (for filing on public record) and HMRC (with the tax return).

Get in touch

Please get in touch if you want to discuss the UK audit requirements or availability of audit exemption for your UK company or LLP.

Katherine White, Director

T | 020 7556 1374

E | whitek@buzzacott.co.uk

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