Auditing of local financials. If so, must the auditor be located in local jurisdiction, and must the company's books be kept locally?
Argentina
All companies must have at least annual financial statements audited. The auditor must be located in Argentina and the company's corporate and accounting books must be kept locally.
Australia
Branch
A foreign company must lodge the following financial statements with ASIC once a year, unless the foreign company satisfies certain criteria which enables it to rely on the financial reporting relief provided under ASIC Corporations (Foreign-Controlled Company Reports) Instrument 2017/204:
- Balance sheet
- Profit and loss statement
- Cash flow statement and
- Any other document the company is required to prepare by the law of its place of origin.
Audit is generally not required provided the statements lodged by the foreign company are considered sufficient by ASIC. ASIC may request audited financial statements to be lodged if previously lodged statements are insufficient.
Proprietary company
A company may decide where to keep the financial records, but, if kept outside Australia, sufficient written information must be kept in Australia to enable true and fair financial statements to be prepared, and the company must give ASIC written notice of the place where the information is kept.
A small proprietary company does not have to have its accounts audited unless:
- It is a "disclosing entity"
- It is controlled by a foreign company and its financial results are not included in any consolidated accounts of the foreign company lodged with ASIC (some exemptions apply) or
-
Shareholders holding at least 5 percent of ordinary shares require it to do so, or ASIC requires it to prepare audited financial statements.
All other proprietary companies (eg, large proprietary companies) are required to have their accounts audited unless they obtain audit relief from ASIC. The auditor must be registered in Australia. If various criteria are satisfied, foreign companies are entitled to apply to ASIC for relief from the requirement to have their accounts audited.
Public company
All public companies are required to have their annual financial statements audited. The auditor must be registered in Australia.
Austria
Stock corporation (AG)
Yes.
Limited liability company (GmbH) and Flexible Company (FlexKapG)
Yes; only very small companies with limited liability (ie, a balance sheet total of less than EUR4.84 million, annual turnover of less than EUR9.68 million and not more than 50 employees) are exempt from the mandatory audit.
Bahrain
With Limited Liability (WLL)
Audited financial statements are required. The auditor is required to be in Bahrain and must be licensed to practice the profession. Company's books must be kept locally.
Closed Shareholding Company (BSC(c))
Audited financial statements are required. The auditor is required to be in Bahrain and must be licensed to practice the profession. Company's books must be kept locally.
Foreign Branch (Branch)
Audited financial statements are required. The auditor is required to be in Bahrain and must be licensed to practice the profession. Company's books must be kept locally.
Belgium
Public limited company (société anonyme/naamloze vennootschap)
Only "large" companies are obliged to appoint a statutory auditor. A Belgian company is considered a "large company" if it exceeds at least 2 out of the following criteria during the 2 previous financial years:
-
A yearly turnover, VAT excluded, of EUR9 million
- A minimum of 50 employees or
- A total balance sheet of EUR4.5 million.
Belgian public limited companies part of a group which is required to draft and publish consolidated annual accounts must appoint a statutory auditor in Belgium.
- The statutory auditor will be appointed for a term of 3 financial years.
- The statutory auditor must be recognized by the competent Belgian authorities.
- The company's books should be kept at the registered office of the company.
Limited company (société à responsabilité limitée/besloten vennootschap)
Only "large" companies are obliged to appoint a statutory auditor. A Belgian company is considered a "large company" if it exceeds at least 2 out of the following criteria during the 2 previous financial years:
- A yearly turnover, VAT excluded, of EUR9 million
- A minimum of 50 employees or
-
A total balance sheet of EUR4.5 million.
Belgian limited companies which are part of a group which is required to draft and publish consolidated annual accounts must appoint a statutory auditor in Belgium.
- The statutory auditor will be appointed for a term of 3 years.
- The statutory auditor must be recognized by the competent Belgian authorities.
- The company's books should be kept at the registered office of the company.
Belgian branch office of a foreign company
The Belgian branch office must keep its own separate books in view of its tax filings. No auditors need to be appointed.
Brazil
Limited liability company (Sociedade Limitada)
An audit is not required for a Sociedade Limitada.
Although the Brazilian Law sets forth corporate books for a Sociedade Limitada (book of quotaholders' meeting, managers' meeting and fiscal council meetings, if applicable), there is no penalty in case of not having them (in practice, most Sociedades Limitadas do not usually open corporate books). In case they are opened, they shall be kept at the company's headquarters.
Corporation (Sociedade Anônima)
An audit is not generally required for private, non-listed companies. Corporate books (ie, share transfer book, registry of shares, book of attendance at shareholders' meetings, book of shareholders' meetings, book of board of officers meetings, book of board of directors meetings – if applicable, book of fiscal council meetings) shall be kept at the corporation's headquarters.
Canada
Corporate subsidiary (Corporation form rather than flow-through form)
Auditor
An audit is not generally required for private, non-listed companies provided shareholder approval is obtained.
Books
Generally corporate books, such as the minute book, must be kept in Canada, typically with the company or with the company's attorneys. A corporation may keep all or any of its records at a place other than the registered office of the corporation if the records are available for inspection during regular office hours at the registered office by means of a computer terminal or other electronic technology.
Chile
Local financials are audited in open and closed corporations. In the case of public corporations, the auditor must be registered with the CMF. For all entities, company books must be kept locally.
China
An annual audit is required. The auditor must be located in local jurisdiction. Generally, corporate books, such as the minute book, should be kept with the company.
Colombia
General partnership (Sociedad Colectiva)
Statutory auditors are required if the company exceeds certain amount of assets determined by law and must be local. The corporate and accounting books should be kept in the company's domicile.
Limited partnership (Sociedad en Comandita Simple y por Acciones)
Statutory auditors are required if the company exceeds certain amount of assets determined by law and must be local. The corporate and accounting books should be kept in the company's domicile.
Limited liability partnership (Sociedad de Responsabilidad Limitada)
Statutory auditors are required if the company exceeds certain amount of assets determined by law and must be local. The corporate and accounting books should be kept in the company's domicile.
Corporation (Sociedad Anónima)
Statutory auditor is required by law and must be local. The corporate and accounting books should be kept in the company's domicile.
Simplified stock company (Sociedad por Acciones Simplificada)
Statutory auditor is not required by law and must be local. The corporate and accounting books should be kept in the company's domicile.
Czech Republic
Limited liability company
Yes; only "small" companies with limited liability are exempt from the mandatory audit.
Joint stock company
Yes; only "small" joint stock companies are exempt from the mandatory audit.
Denmark
Limited liability company (Kapitalselskab)
A limited company encompassed by either reporting classes B, C or D pursuant to Danish Financial Statements Act must have its annual report audited by 1 or more independent auditors. A company within reporting class B can deselect to have the annual report audited if it fulfills at least 2 of the following conditions:
-
The average number of full-time employees during each of the 2 most recent financial years has exceeded 12.
-
The company's reported balance sheet total for each of the 2 most recent financial years has exceeded DKK4,000,000.
-
The company's reported net turnover for each of the 2 most recent financial years has exceeded DKK8,000,000.
Only auditors registered at the Danish Business Authority may carry out the auditing, however, auditors from another EU or EEA country may be registered in Denmark.
Accounting documents must be kept in a manner ensuring that they can be easily made available for local authorities.
Egypt
Corporations
Applicable to this jurisdiction. The provisions relating to the auditor of the JSCs shall also apply to LLCs and OPCs. In this regard, the company must appoint 1 or more certified auditors by its general assembly.
The auditor has, at all times, the right to examine all the books, registers and documents of the company and to demand information and explanations which is deemed to be essential for the fulfillment of the auditor's duties.
Branch
The provisions relating to the auditor of the JSCs shall apply to a branch.
RO
Not applicable for this jurisdiction.
Finland
Osakeyhtiö (Oy)
An Oy shall have at least 1 auditor where the company fulfills more than 1 of the following conditions during the 2 most recent financial years:
- The average number of employees exceeded 3
- The company's reported balance sheet total exceeded EUR100,000
- The company's reported net turnover has exceeded EUR200,000
The appointed auditor shall be an authorized public accountant (HT or KHT) and must be resident within the EEA. Furthermore, a registered accounting firm may serve as auditor.
Accounting documents must be kept in a manner ensuring that they can be easily made available for local authorities and the auditor of the company.
France
Société par actions simplifiée (SAS)
The SAS must have statutory auditors when it meets two of the three following thresholds (no need to have an alternate statutory auditor when the principal statutory auditor is a legal entity):
- A balance sheet amounting at least to EUR4 million
- A turnover of at least EUR8 million (taxes excluded) and
- 50 employees
-
The company's books are kept locally.
Société à responsabilité limitée (SARL)
Statutory auditor is necessary if SARL exceeds two of the following three thresholds (no need to have an alternate statutory auditor when the principal statutory auditor is a legal entity):
-
A turnover over EUR8 million
- Total balance sheet over EUR4 million or
- 50 employees
-
The company’s books are kept locally.
Société anonyme (SA)
SA is required to have a statutory auditor when it meets 2 of the 3 following thresholds (no need to have an alternate statutory auditor when the principal statutory auditor is a legal entity):
- A balance sheet amounting at least to EUR4 million
- A turnover of at least EUR8 million (taxes excluded) and
- 50 employees
-
The company’s books are kept locally.
Germany
GmbH – limited liability company
The GmbH is obliged to prepare financial statements. It is obliged to draw up a balance sheet (annual balance sheet) and a profit and loss account at the end of every fiscal year. In addition, the annual financial statements are to be extended by notes with explanations. They must be drawn up in the German language. Auditing of the annual financial statements is mandatory for large and medium-sized limited liability companies.
There is no statutory rule where the books have to be kept.
Greece
An auditor must be located in Greece, and the company's books must be kept locally. This applies for all types of companies.
Hong Kong, SAR
Limited private companies
Audit of financial statements by registered Hong Kong auditors is required, but such audited financial statements are not publicly available. A company’s accounting records must be kept at its registered office or any other place that the directors think fit. If a company’s accounting records are kept at a place outside Hong Kong, the accounts and returns with respect to the business dealt with in those records must be sent to, and kept at, a place in Hong Kong.
Audited accounts must be approved by the board and tabled at annual general meeting.
Hungary
If the company has an auditor, or if appointment of an auditor is mandatory, the auditor must comply with all qualification requirements determined by Hungarian laws.
In general, in Hungary it is mandatory to appoint an auditor for a company operating on the basis of double-entry bookkeeping. Exemption is available if both of the following requirements are met:
-
Annual net sales revenues did not exceed HUF300 million (USD840,000) on average for the 2 prior financial years and
- The average number of people employed did not exceed 50 people on average for the 2 prior financial years.
For newly established companies, because no data is available for prior financial years, the expected data of a given financial year is to be considered.
India
Private limited company
An annual audit is mandatory. The auditor may be located in any state in India. The company’s books of accounts should be kept locally with either the company or a third-party service provider. The Act now stipulates mandatory rotation of auditors. Instead of the annual appointment, individual auditors can hold office for a maximum period of 5 years, whereas audit firms may retain the post for up to 10 years. The first auditor of the company should be appointed by the board within 30 days from incorporation or within 90 days from incorporation by the shareholders on failure to appoint within 30 days.
Corporate books, such as the minute book and other statutory registers, should be kept with the company. The common seal, if available, should also be kept with the company. The requirement for a common seal has now been made optional, and the director’s signature is acceptable in lieu of the common seal of the company.
Indonesia
Limited liability company
According to the Indonesian Company Law, a company’s financial reports must be audited if:
-
The company’s business activities are related to the collection and/or management of public funds.
-
The company issues promissory notes to the public.
-
The company is a publicly listed company (Perseroan Terbuka).
-
The company is a state-owned company (Persero).
- The value of the company's assets and/or total business turnover is at least IDR50 billion or
- It is required under the prevailing laws and regulations.
The auditor or public accountant must be local and have a license issued by the Ministry of Finance as a public accountant, and in some cases, must be registered with the relevant government institutions. The company’s books are usually kept in the company’s premises.
Ireland
Private company limited by shares (LTD)
Subject to limited exceptions, audited financial statements must be prepared annually and publicly filed at the CRO.
Subject to certain approval and registration requirements, the auditor may be located outside of Ireland.
There is no statutory obligation that the company's accounting records must be kept in Ireland, but significant additional requirements are imposed where the accounting records are kept outside of Ireland. Certain statutory registers (including the register of members, register of directors and secretaries, shareholder and director's meeting minute books and the register of disclosable interests) must be kept in Ireland.
External company
No requirement to audit the local financial statements of the branch.
A branch is required to file a copy of the foreign company's accounting documents (translated into English, if required) with the CRO no later than 30 days after the last date for publication of the accounting documents in the jurisdiction of incorporation.
No requirement for the branch's books to be kept locally.
Israel
Company
Companies are generally required to appoint an auditor. The auditor must be an Israeli certified accountant and the books must be in Hebrew and kept at the company’s registered offices.
Branch / representative office
Yes.
Italy
Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)
In an S.r.l., the appointment of the auditing body is not mandatory under Italian law, except for the cases described in the Auditing body topic under Board of director meeting requirements.
In the S.p.A. the auditing body is necessary.
The relevant books must be kept.
Japan
Registered branch
None.
Kabushiki-Kaisha (KK)
An audit is required for a KK with statutory auditors or an accounting auditor. Statutory auditors review the financial statements of the company and are responsible for auditing the execution of duties by directors for compliance with statutes and the Articles of Incorporation unless such statutory auditor's scope of audit is limited to accounting matters. There is no requirement that a statutory auditor be an accountant, and they do not have to be located in local jurisdiction. A KK must keep its books for 10 years, must place its books for 5 years at its head office and must place a copy of its books for 3 years at its branch office (if any).
Godo-Kaisha (GK)
Since there are no statutory auditors or accounting auditors in a GK, auditing is not required for a GK. A GK must keep its books for 10 years.
Luxembourg
Private limited liability company (Société à responsabilité limitée or S.à r.l.)
Internal auditor required if more than 60 shareholders, and there is no certified statutory auditor.
Luxembourg certified statutory auditor required if the company exceeds 2 out of the 3 following thresholds in respect of total balance sheet (EUR4.4 million), net turnover (EUR8.8 million) and average number of personnel (50). If the company has a certified statutory auditor, it does not need to appoint an internal auditor.
The company's books must be kept at the registered office of the company.
Public limited liability company (Société anonyme or S.A.)
Internal auditor is required if there is no certified statutory auditor.
Luxembourg certified statutory auditor required if the company exceeds 2 out of the 3 following thresholds in respect of total balance sheet (EUR4.4 million), net turnover (EUR8.8 million) and average number of personnel (50). If the company has a certified statutory auditor, it does not need to appoint an internal auditor.
The company's books must be kept at the registered office of the company.
Special limited partnership (Société en commandite spéciale or SCSp)
No auditor required.
Malaysia
Yes.
Mauritius
Auditing of local financials
Private and public companies
A company is required to appoint an auditor at each annual meeting.
The board of a company must, within six months after the balance sheet date of the company, complete financial statements in relation to the company in accordance with International Accounting Standards.
The financial statements must be filed with the Registrar of Companies within 28 days of the date the statements are signed, together with a copy of the auditor's report on those statements.
Small private company
A small private company whose turnover does not exceed MUR100 million can file a financial summary or its financial statements and is not required to file an annual return.
Global Business Corporations and Authorized Companies
A company holding a Global Business License must file its audited financial statements with the FSC every year, while an Authorized Company must file a financial summary with the FSC every year.
Foreign company
A foreign company registered as a branch in Mauritius must file its balance sheet annually, together with any documents that are required to be filed in the country of incorporation of the foreign company.
Location of the auditor
A person who is not ordinarily resident in Mauritius shall not be appointed or act as an auditor of a company.
Keeping of company’s books
The company’s accounting records shall be kept in Mauritius, except where the directors determine that the accounting records may be kept outside Mauritius.
A Global Business Corporation shall maintain at all times its accounting records at its registered office in Mauritius.
Mexico
S.A. de C.V.
Audits are required if the corporation exceeds certain thresholds determined by Mexican tax laws. Generally, the corporate books should be either kept by the corporation or the corporation’s attorneys.
S. de R.L. de C.V.
Audits are required if the entity exceeds certain thresholds determined by Mexican tax laws. Generally, the corporate books should be either kept by the entity or the entity’s attorneys.
S.A.P.I. de C.V.
Audits are required if the corporation exceeds certain thresholds determined by Mexican tax laws. Generally, the corporate books should be either kept by the corporation or the corporation’s attorneys.
Netherlands
Branch office
Determined by governing law of the head office. If the head office under its governing law requires filing annual accounts in its country of origin, then such annual accounts shall also be filed for the branch office with the Dutch Trade Register. The governing law of the head office also determines if the accounts need to be audited.
B.V. (private company with limited liability)
A local audit is not generally required for a BV, unless it is considered a medium company or large company (when certain threshold amounts are exceeded in respect of assets, net turnover and employee number). Generally, corporate books and records of the BV are kept at the address of the BV; it is the obligation of the board of directors to keep the books and records in such way that the BV’s rights and obligations can be known at any time. From a tax substance rules perspective, it’s recommended that the bookkeeping is maintainted in the Netherlands.
Co-operative U.A.
A local audit is not generally required for a co-operative, unless it is considered a medium company or large company (when certain threshold amounts are exceeded in respect of assets, net turnover and number of employees). Generally, corporate books and records of the co-operative are kept at the address of the co-operative. It is the obligation of the board to keep the books and records in such way that the co-operative’s rights and obligations can be known at any time. From a tax substance rules perspective, it’s recommended that the bookkeeping is maintained in the Netherlands.
C.V. (a limited partnership)
A CV only requires preparing and filing annual accounts with the Dutch Trade Register if, in short, all its general partners are capital companies under foreign law. If this is the case, a local audit is not generally required for a CV, unless it is considered a medium company or large company (when certain threshold amounts are exceeded in respect of assets, net turnover and number of employees, which is very unlikely for a CV). Generally, corporate books and records of the CV are kept at the address of the CV.
New Zealand
Limited liability company
Companies must keep accounting records and these must generally be kept at their registered office.
A company's accounting records will only need to be audited if the company is 'large' (see “Annual Corporate
Maintenance” section of this guide). A 'large' company is required to file its audited financial statements with the Companies Office.
If the company is required to appoint an auditor, the auditor does not have to be registered in New Zealand but is subject to various qualification criteria.
In general, for tax purposes a limited liability company is required to maintain business records for a period of seven years after the end of the income year to which they relate. Those records should support the New Zealand tax positions taken during that period.
Branch
If it is 'large', an overseas company must lodge its audited financial statements with the Companies Office annually.
If the branch is 'large', audited financial statements in respect of the branch must also be filed.
In general, for tax purposes, any New Zealand taxpayer (including a branch) is required to maintain business records for a period of 7 years after the end of the income year to which they relate. Those records should support the New Zealand tax positions taken during that period.
Nigeria
Under Nigerian law, companies other than a small company is required to in engage an auditor each year for the purpose of auditing its financial statements and such appointed auditor shall be a person who is a member of the Institute of Chartered Accountants of Nigeria. Every Nigerian company is required to keep accounting records which sufficiently explain and evidence the transactions and disclose the financial position of the company. The accounting records of a company are required to be kept at the registered office of the company or such other place in Nigeria as the directors think fit.
Norway
If the company has an auditor, the auditor must be approved by the Financial Supervisory Authority of Norway.
Annual accounts and other mandatory accounts, annual reports and auditors’ reports shall be stored in Norway for 5 years after the end of the financial year. The documents may be stored electronically in Norway, Denmark, Finland, Iceland or Sweden. If the documents should be electronically stored outside of the Nordics, an application to the Norwegian Tax Authorities is required.
The accounting materials shall be available in a readable format and shall be capable of being printed on paper in Norway throughout the storage period.
A company which is required to have an auditor is also required to annually hold a meeting between the company's board of directors and the company's auditor, where they shall address material accounting matters and other matters which the auditor considers important for the board of directors to be informed about. In this meeting, the company's general manager or other members of the day-to-day management shall not participate (including board members who are also part of the company's day-to-day management, except a company where the majority of the company's board of directors consists of members of the day-to-day management – however so that the general manager in no cases shall be allowed to participate).
Private LLCs
For private LLCs, it is not an absolute requirement to have an auditor if (i) the company's operating income is less than NOK7 million, (ii) the company's balance sum is less than NOK27 million and (iii) the company on average has fewer than 10 full-time equivalent employees. If an auditor is elected, a declaration of willingness from the auditor must be attached to the filing.
Public LLCs
Public LLCs are obligated to have an auditor.
Partnerships with unlimited liability
For partnerships with unlimited liability, it is not an absolute requirement to have an auditor if (i) the company's operating income is less than NOK7 million, (ii) the company's balance sum is less than NOK27 million and (iii) the company on average has fewer than 10 full-time equivalent employees. If an auditor is elected, a declaration of willingness from the auditor must be attached to the filing.
Peru
Local financials of open corporations and of companies that belong to certain industries must be audited. In case of open corporations, an annual external audit shall be carried out by external auditors registered before the External Audit Firms Registry (Registro de Sociedades de Auditoría Externa).
For all entities, company books must be kept locally.
Philippines
Generally, AFS is required to be submitted annually to the BIR and the SEC.
Subsidiary
If paid-up capital is PHP600,000 or more, the auditor must be accredited by the Board of Accountancy. Books must be kept locally.
Branch office
If assigned capital is PHP1 million or more, auditor must be accredited by the Board of Accountancy.
Representative office
If assigned capital is PHP1 million or more, auditor must be accredited by the Board of Accountancy. Should not earn income in the Philippines.
Regional or area headquarters
Auditor must be accredited by the Board of Accountancy. Should not earn income in the Philippines.
Regional operating headquarters
If total revenue is PHP1 million or more, auditor must be accredited by the Board of Accountancy.
Partnership
Books must be kept locally (principal office).
Poland
As of October 1, 2018, preparation and filing of financial statements must take place in electronic form.
Corporations
Under the Accounting Act, preparation of annual financial statements by the statutory deadline in commercial companies is the responsibility of the management board members. Auditing of the annual financial statements is mandatory for joint-stock companies and for limited liability companies that meet at least 2 of the following requirements: (1) employ at least 50 people (2) and that have total balance sheet assets of more than EUR2.5 million or (3) net revenue from the sale of goods and services and financial operations for the financial year of more than EUR5 million at the end of a financial year. Company's books must be drawn up in Polish language, however, there is no statutory rule as to where the books must be kept (in any case, Polish tax authorities must be informed about the place where the books and records are kept).
As of January 1, 2022, instead of the past requirement of signing the financial statements only with an electronic signature by all management board members, it is sufficient for an esignature to be affixed by at least one person who is a member of the management board, provided that the signing of the financial statements in XML format takes place after the other members of that body have made declarations that the financial statements meet the requirements provided for in the Polish Accounting Act, or have refused to make such declarations (in electronic form or in writing).
Partnerships
With respect to partnerships, only those partnerships that meet at least 2 of the requirements listed above have the duty to subject their financial statements to an audit.
Branches
Branches of foreign banks, credit institutions, insurance companies and investment companies are obliged to submit their financial statements to an audit. This obligation also applies to branches that meet the aforementioned requirements regarding the value of assets, the volume of operations and the number of people employed.
Portugal
The appointment of 1 auditor (Revisor Oficial de Contas) is required for LDA companies whenever 2 of following thresholds are met for 2 consecutive years (and the company has not, in the meantime, adopted a Supervisory Board):
- Balance exceeds EUR1.5 million
-
Total turnover and other revenue of at least EUR3 million
- Average number of 50 or more employees throughout the year
In S.A. companies the appointment of one auditor is mandatory, and the auditor may act as Sole Supervisor of the company, or in complementarity with a Supervisory Board.
The auditor must be an individual or a company registered with the Portuguese Chartered Accountants Professional Association (OROC). For some supervised entities, these must also be registered with the Portuguese Securities Market Authority (CMVM).
Company’s books should be kept at the company’s registered office.
Puerto Rico
Corporations
Audited financial statements issued by a Puerto Rico licensed Certified Public Accountant (PR CPA) are required to be filed along with the corporation's Puerto Rico income tax returns if the corporation’s volume of business equals or exceeds USD10 million during the corporation’s calendar or fiscal year. If the corporation’s volume of business is at least USD1 million but less than USD10 million, such corporation may elect to file an Agreed Upon Procedures (AUP) report or compliance attestation (collectively, Alternative Report) prepared by a PR CPA along with its Puerto Rico income tax return instead of the audited financial statements. If the corporation’s volume of business is less than USD1 million, such corporation may voluntarily file an Alternative Report prepared by a PR CPA along with its Puerto Rico income tax return in order to be allowed to claim certain deductions for alternative minimum tax (AMT) purposes. Notwithstanding, the corporation may elect to file audited financial statements issued by a PR CPA in lieu of the Alternative Report to claim such deductions for AMT purposes.
In addition, the municipal volume of business declaration must also be accompanied by audited financial statements issued by a PR CPA if the corporation's volume of business equals or exceeds USD10 million during the corporation's calendar or fiscal year. Generally, the corporate books should be kept in Puerto Rico. In the case of property tax returns, a corporation it may elect to submit an Alternative Report with the property tax return, instead of the audited financial statements. In addition, an audited balance sheet issued by a Puerto Rico certified public accountant must also be filed with the Puerto Rico State Department if the corporation's volume of business equals or exceeds USD10 million during the corporation's calendar or fiscal year.
Limited Liability Companies
The same rules in respect of AUP Reports and audited financial statements applicable under Corporations, are also applicable to limited liability companies. Generally, the corporate books should be kept in Puerto Rico. However, unlike corporations, limited liability companies need not file financial information with the Puerto Rico State Department.
Romania
Joint stock company (JSC)
A JSC managed in the 2-tier system is under the obligation of financial audit. Subject to meeting certain thresholds, financial audit may become mandatory to a JSC managed in the 1-tier system.
Limited liability company (LLC)
Subject to meeting certain thresholds, financial audit may become mandatory.
Russia
Joint-stock company (public and non-public)
An external audit is obligatory in cases provided for by the Federal Law "On auditing activities." The requirements to the auditor are stipulated by the federal law.
The company’s books must be always kept – or made immediately available to the tax authorities – at the registered address of the company.
Limited liability company
An external audit is obligatory in cases provided for by the Federal Law “On auditing activities.” The requirements to the auditor are stipulated by the federal law.
The company’s books must be kept – or made immediately available to the taxing authorities – at the registered address of the company.
Saudi Arabia
Limited liability company
Company's accounts must be audited annually by an auditor licensed to operate in KSA and filed with MOC.
Singapore
Limited liability company
Companies which are dormant or companies which are considered small companies (as defined under the CA) are exempt from appointing auditors. In all other cases, the audited accounts of the company must be presented at the company's Annual General Meeting and the auditor must be one that is approved under the Accountants Act 2004 of Singapore. The small company audit exemption is applicable if a Singapore company (which is a private company throughout the financial year in question) is able to satisfy 2 of the following 3 criteria for each of the 2 financial years immediately preceding the financial year:
- Total revenue for each financial year is less than or equal to SGD10 million;
- Total assets for each financial year is less than or equal to SGD10 million; and
- Total employees as at the end of each financial year are fewer than or equal to 50
The above criteria must be fulfilled in respect of the entire group (including the parent company) on a consolidated basis for the immediate 2 consecutive financial years if the Singapore company is part of a group.
Usually the accounts are kept at the registered office of the company, but the directors can decide to keep them at a different place as they see fit by way of a resolution of the board of directors, and shall at all times be open to inspection by the directors.
South Africa
Private company
A private company is only required to appoint an auditor if it is required to have its annual financial statements audited due to (i) the company's public interest score or (ii) a requirement of the company's MOI.
An auditor must be registered with the Independent Regulatory Board for Auditors established in terms of the South African Auditing Profession Act, 2005.
A company’s accounting records must be kept at, or be accessible from, the registered office of the company.
Public company
A public company is obliged to appoint an auditor.
An auditor must be registered with the Independent Regulatory Board for Auditors established in terms of the South African Auditing Profession Act, 2005.
A company’s accounting records must be kept at, or be accessible from, the registered office of the company.
External company
No requirement.
South Korea
Joint-stock company (Jusik Hoesa)
An external audit is required for:
- Publicly listed companies, or companies that will be publicly listed within that fiscal year or the following fiscal year
- Joint-stock companies with total assets or annual sales revenue of at least KRW50 billion or
- Joint-stock companies that meet 2 or more of the following thresholds
- Total assets of at least KRW12 billion
- Total debt of at least KRW7 billion
- Total annual sales revenue of at least KRW10 billion
- At least 100 employees
An external auditor should be licensed in local jurisdiction.
Company's books should be kept with the company.
Limited company (Yuhan Hoesa)
An external audit is required for:
- Limited companies with total assets or annual sales revenue of at least KRW50 billion, or
- Limited companies that meet three or more of the following thresholds:
- Total assets of at least KRW12 billion
- Total debt of at least KRW7 billion
- Total annual sales revenue of at least KRW10 billion
- At least 100 employees
- At least 50 members
- Companies that changed their corporate structure from a joint-stock company to a limited company after November 1, 2019 are subject to the external audit conditions that are applicable to joint-stock companies for 5 years after registering their change of corporate structure.
Spain
Branch (Sucursal)
The accountancy of the branch is not different from its principal company, but a branch may have its separate accounting and file separate accounts.
Limited liability company (Sociedad Limitada)
Financial statements and, if appropriate, management reports must be reviewed by an auditor qualified to practice in Spain unless the company may issue an abridged balance sheet. The books do not need to be kept locally.
Joint-stock company (Sociedad Anónima)
Financial statements and, if appropriate, management reports must be reviewed by an auditor qualified to practice in Spain unless the company may issue an abridged balance sheet. The books do not need to be kept locally.
Sweden
Limited company (aktiebolag, AB)
An AB must have at least 1 auditor where the company fulfills more than 1 of the following conditions:
- The average number of employees during each of the 2 most recent financial years has exceeded 3.
- The company's reported balance sheet total for each of the 2 most recent financial years has exceeded SEK1.5 million.
- The company's reported net turnover for each of the 2 most recent financial years has exceeded SEK3 million.
Only an authorized public accountant or approved public accountant. Such person must be a resident of Sweden, the EEA or Switzerland. Furthermore, a registered accounting firm may serve as auditor.
Generally, corporate books, such as the minute book, should be kept with the company; however, the corporate books could also be kept with a third-party service provider upon instructions by the company.
The SCRO must appoint a minority shareholders' auditor if owners of at least one-tenth of all shares in a company make such an application. Such an audit is permitted in order to prevent fraud on the minority.
Trading partnership (handelsbolag, HB)
A HB must have an authorized or approved auditor if at least 1 of the partners is a legal entity. The auditor must be reported for registration with the SCRO.
If such an HB does not meet at least two of the following criteria during each of the two most recent financial years, it may choose not to have an auditor:
- more than 3 employees (as an average)
- a balance sheet total of more than SEK1.5 million or
- a net turnover of more than SEK3 million
In a HB with only natural persons as co-owners, an auditor is required if the HB is considered as a major HB.
Only an authorized public accountant or approved public accountant. Such person must be a resident of Sweden, the EEA or Switzerland. Furthermore, a registered accounting firm may serve as auditor.
Generally, corporate books, such as the minute book, should be kept with the HB; however, the corporate books could also be kept with a third-party service provider upon instructions by the HB.
Limited partnership (kommanditbolag, KB)
A KB must have an authorized or approved auditor if at least 1 of the partners is a legal entity. The auditor must be reported for registration with the SCRO.
However, if such a KB does not meet at least 2 of the following criteria during each of the 2 most recent financial years, it may choose not to have an auditor:
- More than 3 employees (as an average)
- A balance sheet total of more than SEK1.5 million or
- A net turnover of more than SEK3 million
In a KB with only natural persons as co-owners, an auditor is required if the KB is considered as a major KB.
Only an authorized public accountant or approved public accountant. Such person must be a resident of Sweden, the EEA or Switzerland. Furthermore, a registered accounting firm may serve as auditor.
Generally, corporate books, such as the minute book, should be kept with the KB; however, the corporate books could also be kept with a third-party service provider upon instructions by the KB.
Branch office (filial, Branch)
If a branch has met at least 2 of the following criteria in the last 2 financial years, it must appoint an auditor:
- More than 3 employees (as an average)
- A balance sheet total of more than SEK1.5 million or
- A net turnover of more than SEK3 million
If the operations of a branch are subject to special banking or financial regulation, an auditor must be appointed to examine annual accounts and the managing director's administration regardless of the criteria above. In such cases, the auditor must meet the qualifications as required by law, which apply to a Swedish company of the same description.
Switzerland
Stock corporation
Auditors must audit the stock corporation's books annually and submit a report thereon to the board of directors and the shareholders. Waiver of audit is possible for small companies. Generally, the auditor must be located in Switzerland. The stock corporation's books must be kept locally.
Taiwan, China
Company limited by shares
A company with capital over NTD30 million (approximately USD1 million) or a company with capital less than NTD30 million but with (1) annual sales revenue exceeding NTD100 million (approximately USD3.3 million), or (2) more than 100 local employees, must have its annual financial statements audited by a local CPA. Except for the annual financial statements approved by the board/shareholders’ meeting (in respect of which the company must keep at least a copy thereof at the company’s place of business), other company's books and records need not be kept locally.
Closely-held company limited by shares
A CHC with capital over NTD30 million (approximately USD1 million) or a company with capital less than NTD30 million but with (1) annual sales revenue exceeding NTD100 million (approximately USD3.3 million), or (2) more than 100 local employees, must have its annual financial statements audited by a local CPA. Except for the annual financial statements approved by the board/shareholders’ meeting (in respect of which the CHC must keep at least a copy thereof at the CHC’s place of business), other CHC's books and records need not be kept locally.
Limited company
A company with capital contributions over NTD30 million (approximately USD1 million) or a company with capital contributions less than NTD30 million but with (1) annual sales revenue exceeding NTD100 million (approximately USD3.3 million), or (2) more than 100 local employees, must have its annual financial statements audited by a local CPA. The company's books and records need not be kept locally.
Branch office of a foreign company
A branch office must keep separate accounting books. A branch office with working capital over NTD30 million (approximately USD1 million) or a branch office with working capital less than NTD30 million but with (1) annual sales revenue exceeding NTD100 million (approximately USD3.3 million), or (2) more than 100 local employees, must have its annual financial statements audited by a local CPA. The branch office’s books and records need not be kept locally.
Thailand
Financial statements must be audited by qualified Certified Public Accountants of Thailand. Generally, a company's account must be kept at the place of business.
Turkey
According to the Turkish Commercial Code, the President determines companies that are subject to independent audit. Such independent auditor can either be a certified accountant or an independent financial consultant located in Turkey.
Legal books such as share-ledger, board of directors and general assembly resolutions' ledgers and some other financial ledgers of a company must be certified by the relevant Trade Registry or notarized by a Turkish public notary after registration certificate is obtained. Legal books must be kept in Turkish. Board of directors’ book and financial ledgers of a company must be notarized by a Turkish public notary annually. There is no requirement to keep company books locally.
Ukraine
Limited Liability Company
Audit is generally not mandatory. However, it must be conducted upon request of the participants holding at least 10 percent of the company’s charter capital. In this case, auditor (audit firm) should not have property interests with the company and should be unrelated with company officials or its participants.
The law requires (i) companies of public interest (ie, banks, insurance companies, medium and large financial institutions, private pension funds), (ii) companies that are natural monopolists, (iii) companies operating in the mining industry, (iv) financial institutions and (v) large (ie, falling under any 2 of the following criteria: book value exceeding EUR20 million, net income exceeding EUR40 million or number of employees exceeding 250 individuals) and (vi) medium size (ie, falling under any 2 of the following criteria: a book value up to EUR20 million, net income up to EUR40 million or number of employees up to 250 individuals) companies to have their financial statements audited on a regular basis.
Foreign auditors or audit companies may conduct audit of Ukrainian companies if they comply with the auditor's requirements of Ukrainian law and if they are allowed to perform such activities in Ukraine under the law of the state of their registration.
It is common practice to keep a company's books at the registered address of the LLC.
Private Joint-Stock Company
For PJSCs, audit is not mandatory per se. It must be conducted, though, upon request of the shareholders holding at least 5 percent of shares. Such audit can be performed up to 2 times per year.
The law requires (i) public JSCs, (ii) companies of public interest, (iii) companies that are natural monopolists, (iv) companies operating in the mining industry, (v) financial institutions and (vi) large and medium-sized companies to have their financial statements audited on a regular basis. Foreign auditors or audit companies may conduct audit of Ukrainian companies if they comply with the auditor's requirements of Ukrainian law and if they are allowed to perform such activities in Ukraine under the law of the state of their registration.
Certified auditor is required to not be (i) affiliated with the company and/or its officials and (ii) dependent in any manner on the company. Foreign auditors or audit companies can conduct audit of Ukrainian companies if they comply with the auditor's requirements of Ukrainian law and if they are allowed to perform such activities in Ukraine under the law of the state of their registration.
Audit report shall contain confirmation of accuracy and integrity of data in financial statements, breaches of law in the course of financial business activity and efficiency and reliability of the internal control system.
Company's books must be kept locally at the registered address of the PJSC or in another place determined by the executive body of the PJSC.
United Arab Emirates
LLC
Auditor(s) shall be selected by the general assembly. Must be accredited in the UAE. Financial statements shall be audited and laid before the general meeting along with the auditor's report. There is no filing requirement with the DED, but the license of the UAE LLC must be renewed on an annual basis. Company's books must be kept in the UAE LLC's office.
Branch
Auditor(s) to be selected to audit the financial statements of the branch. It is mandatory to submit audited financial statements and auditor's report to the MOE for the purposes of renewal of the commercial registration certificate. The branch should have separate accounts which should be prepared by an auditing firm that is registered in the UAE (if based abroad, then its registered office in the UAE will need to be engaged by the branch for that purpose).
FZ-LLC
Yes, auditor(s) (accredited in the UAE) shall be appointed by the general meeting. Financial statements shall be audited and laid before the general meeting along with the auditor's report. In some free zones, audited accounts are required to be submitted for the purpose of renewing the license of the FZ-LLC but this is not a requirement in other free zones. Updated books of the FZ-LLC must be kept its registered office.
FZ-Branch
Yes, audited accounts prepared by an auditor (accredited in the UAE) are required to be submitted for the purpose of renewing the license of the branch. A branch office may choose to submit the consolidated audited financial accounts of its parent or a stand-alone extract of the financials of the branch office operation.
Dual Licensee Branch
There is no requirement to submit audited financial statements for the Dual License Branch. If the dual license branch is registered with the MOE, it may be required to provide financial statements and an auditor's report to the MOE.
United Kingdom
Private limited company
Most companies are required to appoint an independent auditor who is a member of a recognized supervisory body in the UK. There are audit exemptions for dormant and small companies. Adequate accounting records must be kept at the company's registered office (or other place in the UK designated by the directors) for 3 years. A copy of the accounts and auditor's report must ordinarily be delivered to the Registrar of Companies House within 9 months of the end of the financial year, upon which they will become publicly available.
Registered UK establishment
Not applicable for this jurisdiction.
United States
Not required.
Vietnam
Annual financial statements of a foreign-owned company must be audited by an independent licensed auditor in Vietnam within 90 days from the end of the annual accounting period.
The company must keep its book locally at its head office or other places stipulated by the charter.