Change of Auditor (Shareholder Resolution)
Updated 17 January 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.
About this template
What is this template?
Change of Auditor (Shareholder Resolution) is a free, ready-to-use Corporate Governance template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Corporate Governance template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
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