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Companies Act 2006 · Chapter 4 Removal, resignation, etc of auditors

519A Meaning of “public interest company”, “non-public interest company” and “exempt reasons”

s. 519A · in force: yes

Captured statutory text (L5)

519A Meaning of “public interest company”, “non-public interest company” and “exempt reasons”

(1)In this Chapter— “public interest company” means a company which is— an issuer whose transferable securities are admitted to trading on a UK regulated market; 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, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation; or 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;
(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)); ... ...
(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of that Act or Part 5 of that Order for the winding up of the company has been presented and not finally dealt with or withdrawn.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.
Full captured verbatim text
(1) In this Chapter—

“public interest company” means a company which is—

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

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, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation; or

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;

(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));

...

...

(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.

What this provision means

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Defines public interest company, non-public interest company, and exempt reasons for statutory auditor cessation requirements.

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Refers to

cross-reference internal_cite · s. 1210

cross-reference internal_cite · s. 475

cross-reference internal_cite · s. 477

cross-reference internal_cite · s. 479A

cross-reference internal_cite · s. 480

cross-reference internal_cite · s. 482

Referred to by

cross-reference internal_cite · s. 519

cross-reference internal_cite · s. 523

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Change history as published

S. 112A omitted (26.10.2023 for specified purposes, 26.1.2026 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 49(2)(a), 219(1)(2)(b); S.I. 2026/57, reg. 2

Pt. 8 Ch. 2A omitted (26.10.2023 for specified purposes, 26.1.2026 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 49(2)(b), 219(1)(2)(b); S.I. 2026/57, reg. 2 · repeated 11×

S. 159 omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 41(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z5)

Ss. 161A-167F omitted (26.10.2023 for specified purposes, 18.11.2025 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 2(a); S.I. 2025/1118, reg. 2(1)(i)(4) · repeated 13×

S. 274A-279F and cross-heading omitted (26.10.2023 for specified purposes, 18.11.2025 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 5; S.I. 2025/1118, reg. 2(1)(i)(4) · repeated 6×

S. 398 omitted (with application in accordance with reg. 1(2) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Non-Financial Reporting) Regulations 2016 (S.I. 2016/1245), regs. 1(1), 3(2)(a)

S. 410 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 5(13) (with reg. 3)

S. 417 omitted (with effect in accordance with reg. 1(4) of the amending S.I.) by virtue of The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3)5

S. 427 omitted (with effect in accordance with reg. 1(4) of the amending S.I.) by virtue of The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), regs. 1(2)(3), 11

S. 428 omitted (with effect in accordance with reg. 1(4) of the amending S.I.) by virtue of The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), regs. 1(2)(3), 11

S. 429 omitted (with effect in accordance with reg. 1(4) of the amending S.I.) by virtue of The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), regs. 1(2)(3), 13

S. 449 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 8(8) (with reg. 3)

S. 450 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 8(9) (with reg. 3)

S. 487A omitted (with effect in accordance with reg. 1(6)(8) of the amending S.I.) by virtue of The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 12(7)

S. 491A omitted (with effect in accordance with reg. 1(6)(8) of the amending S.I.) by virtue of The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 12(13)

S. 512 omitted (1.10.2015) by virtue of Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 2; S.I. 2015/1732, art. 2(d) (with arts. 4 6)

S. 517 omitted (1.10.2015) by virtue of Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 4; S.I. 2015/1732, art. 2(d) (with arts. 4 6)

S. 780 omitted (26.5.2015) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(3)(g)(ii), Sch. 4 para. 26(1) (with Sch. 4 para. 26(2))

S. 1039 omitted (26.5.2015 for specified purposes, 1.10.2015 in so far as not already in force) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 7 para. 25; S.I. 2015/1329, reg. 3(c); S.I. 2015/1689, reg. 2(g)

S. 1069 omitted (26.10.2023 for specified purposes, 5.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 75(3), 219(1)(2)(b); S.I. 2024/269, reg. 3

S. 1075 omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 80(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z22)

S. 1079A omitted (31.12.2020) by virtue of The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 19; 2020 c. 1, Sch. 5 para. 1(1)

S. 1087ZA omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 82(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z24)

S. 1095 omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(5), 219(1)(2)(b); S.I. 2024/269, reg. 2(z27)

S. 1095A omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(6), 219(1)(2)(b); S.I. 2024/269, reg. 2(z27)

S. 1175 omitted (26.5.2015) by virtue of Deregulation Act 2015 (c. 20), s. 115(3)(r), Sch. 23 para. 1

S. 1189 omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 42(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z6)

S. 1273 omitted (31.12.2020) by virtue of The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 39 (with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1234, regs. 1(3), 29(2))); 2020 c. 1, Sch. 5 para. 1(1)

Sch. 9 omitted (26.5.2015) by virtue of Deregulation Act 2015 (c. 20), s. 115(3)(r), Sch. 23 para. 1 · repeated 16×

Sch. 10 Pt. 3 repealed (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 72 (with reg. 1(3)(8)(9)) · repeated 10×

Sch. 11A para. 53 repealed (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 19 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Sch. 11A para. 64 omitted (1.10.2015) by virtue of Deregulation Act 2015 (c. 20), s. 115(7), Sch. 6 para. 22(15)(b); S.I. 2015/1732, art. 2(e)(vi) (with art. 7)

Sch. 15 para. 2 repealed (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 19 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Sch. 15 para. 9 repealed (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 19 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Parser observation, not a legal amendment: the publisher XML contains 1 empty paragraph element.

Pending effects amendments not yet applied to this text

Pt. 3 Ch. 3 excluded by Charities Act (Northern Ireland) 2008 s. 112(7) · Effective date unknown

Sch. 1 para. 6(4) words inserted by Charities Act (Northern Ireland) 2008 Sch. 8 para. 13(6) · Effective date unknown · Sch. 1 para. 6

s. 155 omitted by Small Business, Enterprise and Employment Act 2015 s. 87(2) · Effective date unknown · s. 155

s. 156(1) words substituted by Small Business, Enterprise and Employment Act 2015 s. 87(3)(a) · Effective date unknown · s. 156

s. 156(4) words substituted by Small Business, Enterprise and Employment Act 2015 s. 87(3)(b) · Effective date unknown · s. 156

Show all 44

s. 495(2)-(4) applied (with modifications) by Local Democracy, Economic Development and Construction Act 2009 s. 44(2)(b) · Effective date unknown · s. 495

s. 496-501 applied (with modifications) by Local Democracy, Economic Development and Construction Act 2009 s. 44(2)(b) · Effective date unknown

s. 498-501 applied (with modifications) by Local Democracy, Economic Development and Construction Act 2009 s. 44(3)(b) · Effective date unknown

s. 834(5) words inserted by Finance Act 2009 Sch. 22 para. 11(4) · Effective date unknown · s. 834

s. 394C(2)(b) substituted by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 Sch. 2 para. 6(a) · Effective date unknown · s. 394C

s. 448C(2)(b) substituted by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 Sch. 2 para. 14(a) · Effective date unknown · s. 448C

s. 479A amendment to earlier affecting provision S.I. 2008/1911, reg. 34A by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 reg. 50(b) · Effective date unknown · s. 479A

s. 479A(1)(b) words inserted by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 reg. 4(a) · Effective date unknown · s. 479A

s. 479A(2)(c)(i) words inserted by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 reg. 4(b)(ii) · Effective date unknown · s. 479A

s. 479A(2)(c)(zi) inserted by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 reg. 4(b)(i) · Effective date unknown · s. 479A

Sch. 10 para. 6(1)(c) substituted by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 reg. 28(a) · Effective date unknown · Sch. 10 para. 6

Sch. 10 para. 6(2D) inserted by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 reg. 28(e) · Effective date unknown · Sch. 10 para. 6

Sch. 10 para. 7(2)(a)(ii) words omitted by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 reg. 29(a) · Effective date unknown · Sch. 10 para. 7

Sch. 10 para. 7(2)(b)(ii) words omitted by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 reg. 29(a) · Effective date unknown · Sch. 10 para. 7

Sch. 10 para. 7(2A) inserted by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 reg. 29(b) · Effective date unknown · Sch. 10 para. 7

Act amendment to earlier affecting provision S.I. 2008/373 reg. 3(4) by The Companies (Revision of Defective Accounts and Reports) (Amendment) Regulations 2013 reg. 4 · Effective date unknown

Act amendment to earlier affecting provision S.I. 2008/373 reg. 11(1) by The Companies (Revision of Defective Accounts and Reports) (Amendment) Regulations 2013 reg. 9(a) · Effective date unknown

s. 414A(5) applied by S.I. 2008/373, reg. 4A(2) (as inserted) by The Companies (Revision of Defective Accounts and Reports) (Amendment) Regulations 2013 reg. 5 · Effective date unknown · s. 414A

s. 414D(1)(2) applied (with modifications) by S.I. 2008/373, reg. 4A(1) (as inserted) by The Companies (Revision of Defective Accounts and Reports) (Amendment) Regulations 2013 reg. 5 · Effective date unknown · s. 414D

s. 422A applied (with modifications) by S.I. 2008/373, reg. 6A (as inserted) by The Companies (Revision of Defective Accounts and Reports) (Amendment) Regulations 2013 reg. 6 · Effective date unknown · s. 422A

s. 474(1) word substituted by The Financial Services and Markets Act 2000 (Markets in Financial Instruments) (No.2) Regulations 2017 (revoked) reg. 7(b) · Effective date unknown · s. 474

s. 854-859 amendment to earlier affecting provision S.I. 2009/2436, Sch. 2 para 13(1) by The Information about People with Significant Control (Amendment) Regulations 2017 reg. 34 · Effective date unknown

s. 159A amendment to earlier affecting provision S.I. 2009/1804, reg. 17ZC by The Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 4 · Effective date unknown · s. 159A

s. 1002A applied (with modifications) by S.I. 2009/1804, reg. 50A (as inserted) by The Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 5 · Effective date unknown · s. 1002A

s. 1024-1028 amendment to earlier affecting provision S.I. 2009/1804, reg. 56 by The Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 6 · Effective date unknown

s. 1029-1032 amendment to earlier affecting provision S.I. 2009/1804, reg. 57 by The Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 7 · Effective date unknown

s. 1095 amendment to earlier affecting provision S.I. 2004/2326, Sch. 1A para. 5 by The Economic Crime and Corporate Transparency Act 2023 (Consequential, Supplementary and Incidental Provisions) Regulations 2024 Sch. 2 para. 2(2)(b) · Effective date unknown · s. 1095

s. 1127-1133 amendment to earlier affecting provision S.I. 2009/1804, reg. 73 by The Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 8 · Effective date unknown

s. 1181 heading words omitted by Leasehold and Freehold Reform Act 2024 Sch. 9 para. 13(a) · Effective date unknown · s. 1181

s. 1181(1)(a) omitted by Leasehold and Freehold Reform Act 2024 Sch. 9 para. 13(b) · Effective date unknown · s. 1181

s. 1181(4) words omitted by Leasehold and Freehold Reform Act 2024 Sch. 9 para. 13(c) · Effective date unknown · s. 1181

s. 1253D(2)(f) omitted by The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010 reg. 4(1) · Effective date unknown · s. 1253D

s. 1253D(2)(g) omitted by The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010 reg. 4(1) · Effective date unknown · s. 1253D

s. 1253DE(1)(a) words substituted by The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010 reg. 4(2)(a) · Effective date unknown · s. 1253DE

s. 1253DE(1)(c) words substituted by The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010 reg. 4(2)(b) · Effective date unknown · s. 1253DE

s. 1253E(8) words substituted by The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010 reg. 4(3)(a) · Effective date unknown · s. 1253E

s. 1253E(8)(a) words substituted by The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010 reg. 4(3)(b) · Effective date unknown · s. 1253E

Sch. 7 para. 5-11 applied by 2014 c. 2, Sch. 1D para. 2(8) (as inserted) by English Devolution and Community Empowerment Act 2026 Sch. 35 · Effective date unknown

Sch. 11A para. 17E-17G substituted for Sch. 11A para. 17A-17D by English Devolution and Community Empowerment Act 2026 Sch. 36 para. 35 · Effective date unknown

Provenance

Every claim the system makes about this text is traceable to these identifiers.

Instrument
uk:ukpga/2006/46
Part
Chapter 4 Removal, resignation, etc of auditors
Version
17c130320052da87380f5984…
Content hash
sha256 13bf4bdad41c377829dc8322…
Source
legislation.gov.uk/ukpga/2006/46