Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Change of Auditor (Shareholder Resolution)
Open Legal LibraryUpdated 17 Jan 2026
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.
5.0 out of 5 on Google
Read reviewsAs seen in
About this template
What is this template?
This is a formal ordinary resolution for shareholders to exercise their statutory power to change auditors. It includes specific fields for the outgoing auditor's removal date and the incoming auditor's registered address. It is not a board minute or a contract for services with the new audit firm.
When should you use it?
Use this resolution when shareholders need to approve an auditor change under the Companies Act 2006. If the directors are appointing auditors for the first time or filling a casual vacancy, use a Board Minute - Appointment of First Auditors instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Removal of Current Auditor | Removes the outgoing auditor from their position with effect from a specific date chosen by the shareholders. |
| 1 | Appointment of New Auditor | Appoints a new auditor to hold office until the conclusion of the next annual general meeting where accounts are laid. |
| 1 | Authority | Authorises directors to execute documents, fix remuneration, and complete filings with Companies House to effect the change. |
Who it's for
- shareholders of an English or Welsh company replacing an existing auditor
- directors seeking formal shareholder approval via ordinary resolution to appoint new auditors
- a company secretary preparing documentation for the removal of an auditor before their term ends
How long it runs and how it's signed
How long
Used once
Signed by
Shareholders
Witness
Not required
Notarisation
Not required
Also needed
file notice of appointment with Companies House
Law it's drafted under
Governed by
Companies Act 2006
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.
Categories
Jurisdiction
England & Wales
Document info
HTML document. Document created on Sat Jan 17th, 2026. Last updated on Sat Jan 17th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
Come to agreements faster
Write, review, negotiate, and manage legal contracts
Related documents
US
Github Company Policies Github Gifts And Entertainment Policy (GitHub)
This policy sets out the rules for employees regarding providing or receiving gifts, travel, and entertainment to ensure compliance with anti-bribery laws. It establishes approval requirements for expenses and reporting procedures for gifts received above a specific monetary threshold.
Updated 13 Aug 2026
General
Clean Desk Policy by EasyLegalDocs
This policy mandates that staff clear their workstations of sensitive documents and hardware when unattended to prevent unauthorized access. It establishes specific rules for confidential disposal, workstation locking, and the secure storage of removable media like USB drives and tablets.
Updated 13 Aug 2026
FeaturedEngland & Wales
Short Form Auction Confidentiality Agreement for Buyouts by BVCA
This short-form non-disclosure agreement is for the initial stage of a buyout auction where a high volume of bidders requires a non-negotiable legal framework. It facilitates the quick release of preliminary information like an information memorandum while deferring complex negotiations to a second-round long-form agreement.
Updated 13 Aug 2026
England & Wales
Recommending a Final Dividend (Board Resolution)
This board resolution records a company's formal recommendation to its shareholders to declare a final dividend for a specific financial year. It confirms that the board has reviewed the company's financial position, verified sufficient distributable profits, and ensured the company will remain solvent after the payment.
Updated 13 Aug 2026
England & Wales
Approving Interim Dividend (Board Resolution)
This board resolution records a company's decision to declare and pay an interim dividend to its shareholders. It confirms that the directors have reviewed management accounts to ensure sufficient distributable profits exist under the Companies Act 2006.
Updated 13 Aug 2026
England & Wales
Approving Director Remuneration (Shareholder Resolution)
This shareholder resolution approves the specific salary, fees, and bonuses payable to a director. It establishes a hard financial limit and an effective date for the remuneration package while authorizing the company secretary to implement the changes.
Updated 13 Aug 2026
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by 5,000+ businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
1
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
2
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
3
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work,
with practicing lawyers
Trained on 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Juliana Calil
Principal Counsel · Technology & Entertainment
20+ years in-house at Google, Intel, Disney and Looker
Adam Wardel
General Counsel, Data Privacy Officer & AI Advisor
12+ years leading legal & privacy for SaaS and AI companies
John Hoffman
Associate Director, Corporate Counsel · Life Sciences & Technology
20+ years in corporate counsel, incl. senior counsel at Certara
Richard Nohe
General Counsel · Telecom, Cloud & Data Centers
20+ years in-house, regional General Counsel at BT across 30+ countries
Joe Al-Khayat
General Counsel · Technology & High-Growth Companies
Cross-jurisdictional M&A and SaaS contracting across the UK, US & Australia
Joshua Woo
Technology, AI & Privacy Counsel · APAC
Former Goldman Sachs Executive Director for AI, cybersecurity & privacy in APAC
Sahil Verma
International Business & Investment Lawyer
13+ years in business law, investment law & dispute resolution
Matthew Willis
CRO & General Counsel · SaaS
Former President of the ACC's 2,200-attorney Chicago Chapter · JD + Kellogg MBA
Mayowa Ogunrinola
Legal Consultant · Fintech & AI Compliance
Regulatory strategy, AI governance & data protection for fintech and AI
Steven J. Shanker
Partner and Chair of Corporate and Employment Law
25+ years as a corporate & employment attorney in New York
As seen in
Ready to get started?
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.