For auditors and the clients they audit

A UK management representation letter under ISA (UK) 580

The last document in an audit file, and the one most often signed without being read. It usually arrives as the auditor's draft. It has to go back as management's own statement.

A management representation letter, which many UK practices call the letter of representation, is written by the client to the auditor on the client's letterhead, confirming in writing what the auditor has been told during the audit. ISA (UK) 580, issued by the FRC and last updated in September 2025, sets out what it must cover.

Last reviewed against 4 primary sources.

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Management representation letter

The full letter in Word and PDF, written for the United Kingdom, for the client to put on its own letterhead and sign.

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Next step: send it to the client through FirmHello, where it stays on their record beside everything else they send you.

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The FRC's own illustrative letter comes with a warning: it has not been tailored for the UK. The template below has been, starting with who gives it. In the UK the directors are responsible for preparing the financial statements, and the standard says representations critical to the audit evidence are appropriately given by those charged with governance rather than by management.

The signed letter is also one more document to collect from the client at the year end, which is work an accounting client portal is built for.

What every representation letter has to cover

AU-C 580, CAS 580, ISA (UK) 580 and ASA 580 differ in wording but agree on the core. A letter without these is not the letter the auditor asked for.

  1. 1

    The responsibilities from the engagement letter

    That management has fulfilled its responsibility for preparing the financial statements under the applicable framework, described the way the engagement letter described it. This is the representation that ties the two letters together.

  2. 2

    Information, access and complete records

    That management gave the auditor all relevant information and the access agreed in the terms of the engagement, and that every transaction has been recorded and is reflected in the statements.

  3. 3

    The matters other standards add

    Fraud and suspected fraud, non-compliance with laws and regulations, litigation and claims, related parties, subsequent events, accounting estimates, and uncorrected misstatements, with a list of the uncorrected items attached.

  4. 4

    Addressed to the auditor, dated at the end

    The letter is addressed to the auditor and covers every period the report covers. The auditor's report cannot be dated before the representations, so the letter is signed when the report is ready, not when fieldwork closes. If the audit requests went through a client portal for accounting firms, send the draft the same way, so the signed copy comes back to the file it belongs in.

The management representation letter

Written for United Kingdom. The downloads are the same text, in Word and PDF, for the client to put on its own letterhead.

[Client letterhead]

[Date: as near as practicable to, but not after, the date of the auditor's report]

[Audit firm name]
[Audit firm address]

Purpose of this letter

This letter of representation is provided in connection with your audit of the financial statements of [Company name] Limited for the year ended [date], for the purpose of expressing an opinion as to whether the financial statements give a true and fair view in accordance with [FRS 102 / UK-adopted international accounting standards] and have been properly prepared in accordance with the Companies Act 2006.

[Only if agreed with you: in the representation that all transactions have been recorded, we have not treated as exceptions items below £[amount], the threshold agreed with you. This amount is not the materiality used for the financial statements.]

The board confirms, to the best of its knowledge and belief, having made such enquiries as it considered necessary for the purpose of appropriately informing itself:

The financial statements

1. As directors, we have fulfilled our responsibilities, as set out in the terms of the audit engagement dated [date], for the preparation of the financial statements in accordance with [the applicable framework] and the Companies Act 2006; in particular, the financial statements give a true and fair view in accordance with them.

2. The methods, the data and the significant assumptions we used in making accounting estimates, and the related disclosures, are appropriate to achieve recognition, measurement or disclosure that is reasonable in the context of [the applicable framework].

3. Related party relationships and transactions have been appropriately accounted for and disclosed in accordance with [the applicable framework].

4. All events after the date of the financial statements for which [the applicable framework] requires adjustment or disclosure have been adjusted or disclosed.

5. The effects of uncorrected misstatements are immaterial, both individually and in the aggregate, to the financial statements as a whole. A list of the uncorrected misstatements is attached.

Information provided

6. We have provided you with access to all information of which we are aware that is relevant to the preparation of the financial statements, such as records, documentation and other matters; additional information you have requested for the purpose of the audit; and unrestricted access to persons within the company from whom you determined it necessary to obtain audit evidence.

7. All transactions have been recorded in the accounting records and are reflected in the financial statements.

8. So far as each director is aware, there is no relevant audit information of which you are unaware, and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that you are aware of it.

9. We acknowledge our responsibility for the design, implementation and maintenance of internal control to prevent and detect fraud, and we have disclosed to you the results of our assessment of the risk that the financial statements may be materially misstated as a result of fraud.

10. We have disclosed to you all information in relation to fraud or suspected fraud that we are aware of and that affects the company and involves management, employees who have significant roles in internal control, or others where the fraud could have a material effect on the financial statements.

11. We have disclosed to you all information in relation to allegations of fraud, or suspected fraud, affecting the financial statements communicated by employees, former employees, analysts, regulators or others.

12. We have disclosed to you all known instances of non-compliance or suspected non-compliance with laws and regulations whose effects should be considered when preparing the financial statements.

13. We have disclosed to you all known actual or possible litigation and claims whose effects should be considered when preparing the financial statements.

14. We have disclosed to you the identity of the company's related parties and all the related party relationships and transactions of which we are aware.

Matters specific to this audit

[Add any further representations the auditor has requested, for example on going concern, on other information in the annual report, or on the intended use of particular assets. Delete this section if there are none.]

Approval

This letter was approved by the board of directors at its meeting on [date] and is signed on its behalf.

[Name], Director

Signature ______________________

[Name], [Finance Director]

Signature ______________________

Attachment: schedule of uncorrected misstatements

Before you use this

Supplied as-is, with no guarantee. These templates are general information, not legal advice, and not a substitute for it. Have your own legal adviser review and adapt one to your practice and your jurisdiction before you put it in front of a client. FirmHello accepts no responsibility or liability for any use made of them.

What UK law and the FRC add to the letter of representation

ISA (UK) 580 keeps the international requirements and adds UK guidance in paragraphs with hyphenated numbers. The most practical of it concerns who gives the letter: in the UK, those charged with governance are responsible for the financial statements, so the representations that matter most come from the directors.

Two sections of the Companies Act 2006 sit behind it. Section 499 gives the auditor a right of access to the company's books and a right to require information and explanations from officers and employees. Section 501 makes a misleading answer to that requirement, given knowingly or recklessly, a criminal offence.

Signed accounts are not enough

A signed copy of a company's financial statements may evidence the directors' collective responsibility for preparing them, if it says so. The standard is clear that it does not confirm the other representations, because it does not identify and explain them one by one.

Best of knowledge, with a condition

The directors may give the core representations on responsibilities and information to the best of their knowledge and belief. ISA (UK) 580 adds that the qualification does not undermine them if the auditor found no evidence during the audit that they are incorrect.

The statement in the directors' report

Section 418 requires the directors' report of an audited company to state that each director knows of no relevant audit information the auditor lacks, and has taken the steps a director ought to take. A false statement can be an offence. Many letters repeat it, as this one does in item 8.

Public interest entities

For a public interest entity, the representations requested from those charged with governance also support the auditor's additional report to the audit committee, which states whether all requested explanations and documents were provided.

Where letters of representation go wrong

Approved too early

The letter is dated as near as practicable to, but not after, the date of the auditor's report. In the UK the auditor also tells those charged with governance which representations it intends to rely on before they approve the financial statements. So the board sees the draft before approving the accounts, and the signed letter follows at the report date, not at the final fieldwork meeting.

Signed by someone who never read it

Section 501 of the Companies Act 2006 makes it an offence to knowingly or recklessly give an auditor information or explanations that are misleading, false or deceptive in a material particular. A letter of representation signed on trust is a poor place to find that out.

A threshold nobody agreed

ISA (UK) 580 allows the representation that all transactions are recorded to refer to a threshold agreed with the auditor. Agreed is the operative word. The figure is set with the directors, tied to the level below which misstatements are clearly trivial, and it is not the materiality for the accounts.

Questions about management representation letters

Who writes the management representation letter, the auditor or the client?

Management gives it; the auditor usually drafts it. It goes on the client's letterhead, is addressed to the auditor and is signed by the client, because the representations are the client's own. If any of them is not true as drafted, the letter should be modified to show the exception, not signed as it stands.

Who should sign it?

People with responsibility for the financial statements and knowledge of the matters in the letter. The standards name the chief executive and the chief financial officer, or their equivalents, as the people representations may be requested from. Someone who joined partway through the year still signs for the whole period: arriving late does not reduce the responsibility.

Can management add "to the best of our knowledge and belief"?

Yes. The auditor may accept that wording when the signers have the responsibilities and knowledge the letter assumes. A reconfirmation of the responsibilities agreed in the engagement letter is different: that part is not made subject to management's knowledge and belief.

What happens if management will not sign?

It depends which representation is refused. If management will not confirm that it has met its responsibility for the financial statements, or that it gave the auditor all relevant information and recorded every transaction, the auditor cannot express an opinion on the statements. Refusing a narrower representation makes the auditor reassess management's integrity and the rest of the evidence, and it can still change the opinion.

How do firms collect the signed letter?

As one item on the year-end request list, beside the trial balance, the confirmations and the schedules, so it is chased with everything else rather than remembered on the morning the report is dated. The client signs in ink or through the signing provider the firm already uses, then uploads the signed copy. FirmHello keeps that copy on the engagement's request list and in its document vault; it does not collect signatures itself.

Is this representation letter template enough on its own?

No. It is a starting point built on the auditing standard for the United Kingdom. Other standards add representations on their own subjects, the engagement will need its own, and a review or compilation follows a different standard altogether. Your methodology, your professional body's guidance and your own adviser should all see it before it is used.

Sources

The primary sources this page is written against, last read against it on . Check them before relying on a detail; rules and thresholds change.

  1. Financial Reporting Council ISA (UK) 580, updated September 2025 (FRC)
  2. legislation.gov.uk Companies Act 2006 s.499
  3. legislation.gov.uk Companies Act 2006 s.501(1)
  4. legislation.gov.uk Companies Act 2006 s.418

What changed

  • Added an editable Word (.docx) copy of the letter beside the PDF.

The letter is the easy half

Sending it, getting it back signed, and finding it again in two years is the half that eats the week. That is what the portal is for.

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