Scottish Ministers have made the Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) Order 2026, a Scottish Statutory Instrument recorded as SSI 2026/21. Made on 22 January 2026 and in force from 23 January 2026, it designates the Auditor General for Scotland as the auditor of ScotRail Trains Limited and Caledonian Sleeper Limited.
As set out in the instrument, the Order is made under section 483(1) and (4) of the Companies Act 2006. In accordance with section 483(2), Ministers state they consider both companies to be entirely or substantially funded from a body whose accounts fall within paragraph (a) or (b) of section 483(3). The draft was laid before and approved by resolution of the Scottish Parliament in line with section 483(5).
Article 2 directs that the accounts of Caledonian Sleeper Limited (company number SC328825; registered office Basement and Ground Floor Premises, 1–5 Union Street, Inverness IV1 1PP) and ScotRail Trains Limited (company number SC328826; registered office Atrium Court, 50 Waterloo Street, Glasgow G2 6HQ) are to be audited by the Auditor General for Scotland. Identification by company number and address removes ambiguity about scope.
Article 3 confirms that the Part 16 Companies Act audit requirements do not apply to these companies for any financial year in which the Auditor General audits their accounts. In effect, the public audit undertaken by the Auditor General substitutes for a Companies Act statutory audit for those periods.
Designation under section 483 places both rail companies within Scotland’s public audit framework led by the Auditor General for Scotland. The focus includes assurance on the truth and fairness of the financial statements and, consistent with public sector expectations, attention to matters of regularity and propriety.
The Order does not alter other Companies Act duties. Directors remain responsible for preparing annual accounts in accordance with applicable law and for meeting Companies House filing deadlines. The exemption is limited to the Part 16 statutory audit requirements in the years when the Auditor General is the appointed auditor.
From 23 January 2026, boards and audit committees should align audit planning with the Auditor General’s timetable for the first applicable accounting period. Where a private firm previously acted as statutory auditor, management will need to conclude that engagement and ensure appropriate transfer of relevant audit information.
The instrument is explicitly limited to the two companies named. No additional entities are brought within the Auditor General’s remit by this Order. Any extension to other companies would require a further designation under section 483 of the Companies Act 2006 and separate parliamentary approval.
The Order was signed by Fiona Hyslop on behalf of the Scottish Government and published on legislation.gov.uk as SSI 2026/21. The Explanatory Note states that the effect is to require the Auditor General to audit the companies and to disapply Part 16 of the Companies Act 2006 where that occurs.
Operationally, the immediate effect is clarity over audit accountability. Audit opinions and fees will flow through the public audit route, while wider Companies Act and sector obligations remain unchanged. The next set of annual reports will indicate the first financial year to carry the Auditor General’s audit opinion.