Shareholders’ Ordinary Resolution – Appointment of Auditors

IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW. 

This is a shareholders’ ordinary resolution for the appointment of auditors.

When an auditor must be appointed

Under the Companies Act 2006, unless audited accounts are unlikely to be required (for example, where an audit exemption applies), an auditor must be appointed for each financial year.

Who appoints the auditor and when

The directors may appoint the first auditor (or the first auditor following a period of exemption from audit). Otherwise, the shareholders appoint an auditor by passing an ordinary resolution during the “period for appointing auditors”, or where the directors had power to appoint an auditor but have failed to do so.

The “period for appointing auditors”

The “period for appointing auditors” is the 28-day period following circulation of the accounts to members. The 28-day period starts at the end of the time allowed for sending out the annual accounts and reports, or (if earlier) the date on which the annual accounts and report were actually sent out.

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