Shareholders’ Ordinary Resolution – Removal of Auditors and Replacement

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

The shareholders of a company 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. Note that this cannot be done by written resolution. This document includes the wording that should be used in such a resolution.

The process to remove a director is similar to that required to remove a director from office, i.e. the general meeting should be convened on special notice. 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).

It is not a requirement to notify Companies House where the auditor resigns or is removed from office. The Companies Act 2006 expressly reserves the rights of any person removed from office under section 510 to compensation or damages payable to him/her in respect of the termination of his/her appointment as auditor.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document

This ordinary resolution to remove the auditors is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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