Board Minutes - Resignation and Appointment of Auditors

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE THIS TEMPLATE. 

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 one on the ground that audited accounts are unlikely to be required.

Use these minutes to record an auditor resignation and the company’s appointment process (s.485 CA 2006)

These board minutes are intended to document the company’s position where an auditor resigns and where the directors (or shareholders, as relevant) appoint an auditor for a financial year, within the statutory appointment framework under section 485.

When directors can appoint an auditor and the “period for appointing auditors”

The directors may appoint an auditor at any time before the company’s first period for appointing auditors. Where a company has not had an auditor for a period, the directors may appoint 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.

When shareholders may need to appoint the auditor

Shareholders may appoint an auditor by ordinary resolution during a period for appointing auditors, including where:

• The company should have appointed an auditor during a period for appointing auditors but failed to do so.
• The directors had power to appoint an auditor but failed to make an appointment.

Please see the two shareholders’ resolutions in this collection.

Automatic re-appointment and when it does not apply

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:

• The auditor was appointed by the directors.
• The company’s articles of association require actual re-appointment.
• The company receives a notice preventing 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 re-appointed (unless the articles specify a lower percentage).
• The shareholders have passed a resolution that the auditor should not be re-appointed.
• The directors have passed a board resolution that no auditor should be appointed for the financial year in question.

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