Section 485 of the Companies Act 2006 states that private companies must appoint an auditor for each financial year unless the directors reasonably resolve not to appoint them on the ground that audited accounts are unlikely to be required.
The directors may appoint an auditor at any time before the company’s first period for appointing auditors or, where a company has not had an auditor for a period, at any time before the next period for appointing auditors or to fill a casual vacancy.
The “period for appointing auditors” ends 28 days after the expiry of the time allowed for sending out copies of the company’s annual accounts and reports for the previous financial year, or 28 days after copies of the company’s annual accounts and reports for the previous financial year are sent out.
The shareholders may appoint an auditor by passing an ordinary resolution during a period for appointing auditors, or if the company should have appointed an auditor or auditors during a period for appointing auditors but failed to do so, or where the directors had power to appoint an auditor but have failed to make an appointment. Please see the two shareholders’ resolutions in this folder.
Where no auditor has been appointed by the end of the next period for appointing auditors, any auditor in office is automatically re-appointed at that time, unless:
• he was appointed by the directors, or
• the company’s Articles of Association require actual re-appointment, or
• the company receives a notice preventing the automatic re-appointment, from shareholders representing at least 5% of the total voting rights of all shareholders entitled to vote on a resolution that the auditor should not be reappointed (unless the Articles of Association specify a lower percentage), or
• the shareholders have passed a resolution that he should not be re-appointed,
• the directors have passed a board resolution that no auditor should be appointed for the financial year in question.
These Board Minutes – Resignation and Appointment of Auditors are in open format. The requisite details should be inserted into the highlighted fields or the wording can be adjusted to suit your purposes. Wording in square brackets is optional. If it is required, then the brackets should be deleted and the wording within them retained. If the wording is not required, then it can be deleted.
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