Shareholders’ Ordinary Resolution – Removal of Auditors and Replacement

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

Shareholders may remove an auditor from office at any time by passing an ordinary resolution at a general meeting in accordance with section 510 of the Companies Act 2006. This cannot be done by written resolution.

This template contains the wording for an ordinary resolution to remove an auditor and appoint a replacement.

General meeting and special notice requirement

The resolution must be passed at a general meeting. The meeting should be convened on special notice, and notice of the resolution must be given to the company at least 28 clear days before the meeting (see “Special notice of resolution to remove auditors”).

Companies House notification and other points

It is not a requirement to notify Companies House where the auditor resigns or is removed from office.

The Companies Act 2006 expressly preserves the rights of any person removed from office under section 510 to compensation or damages payable in respect of the termination of their appointment as auditor.

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