Change of Auditor (Shareholder Resolution)
This is a template for an ordinary resolution of the shareholders of a company in England and Wales used to change of the company auditor. It outlines the necessary resolutions and notices required to facilitate the resignation of a current auditor and the appointment of a successor.
Shareholders are required to approve changes to a company's auditors in England and Wales using an ordinary resolution (unless the Articles specify otherwise). Directors generally do not have the authority to do so alone.
The outgoing auditor may have statutory rights (including making representations), particularly if removed before the end of their term. Check the agreement with the auditors before making these resolutions.
Change of Auditor
IT IS RESOLVED THAT, as an ordinary resolution of the shareholders of the Company pursuant to the Companies Act 2006:
Removal of Current Auditor
[name of outgoing auditor] be and is hereby removed as auditor of the Company with effect from [effective date of removal].
Appointment of New Auditor
[name of incoming auditor], of [registered address of incoming auditor], be and is hereby appointed as auditor of the Company to hold office from [effective date of appointment] until the conclusion of the next annual general meeting at which accounts are laid.
Authority
The directors be authorised to do all things and execute all documents necessary or desirable to give effect to this resolution, including making all required filings with Companies House and fixing the remuneration of the auditor.
Companies House filings (including notice of auditor appointment/cessation) are normally required after the resolution takes effect.
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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