Board Minutes - Resignation and Appointment of Auditors
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
• the shareholders have passed a resolution that he should not be
• 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
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