CORPORATIONS ACT 2001 Removal and resignation of auditors (2024)

Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 329

(1) An auditor of a company may be removed from office byresolution of the company at a general meeting of which notice undersubsection (1A) has been given, but not otherwise.

(1A) Notice of intention to move the resolution must be given tothe company at least 2 months before the meeting is to be held. However, ifthe company calls a meeting after the notice of intention is given under thissubsection, the meeting may pass the resolution even though the meeting isheld less than 2 months after the notice of intention is given.

Note: Short notice of the meeting cannot be given for this resolution(see subsection 249H(4)).

(2) Where notice under subsection (1A) of a resolution toremove an auditor is received by a company, it must as soon as possible send acopy of the notice to the auditor and lodge a copy of the notice.

(3) Within 7 days after receiving a copy of the notice, theauditor may make representations in writing, not exceeding a reasonablelength, to the company and request that, before the meeting at which theresolution is to be considered, a copy of the representations be sent by thecompany at its expense to every member of the company to whom notice of themeeting is sent.

(4) Unless ASIC on the application of the company otherwiseorders, the company must send a copy of the representations in accordance withthe auditor's request, and the auditor may, without prejudice to his orher right to be heard orally or, where a firm is the auditor, to have a memberof the firm heard orally on its behalf, require that the representations beread out at the meeting.

(5) An auditor of a company may, by notice in writing given tothe company, resign as auditor of the company if:

(a) the auditor has, by notice in writing given to ASIC, appliedfor consent to the resignation and stated the reasons for the application and,at or about the same time as the notice was given to ASIC, notified thecompany in writing of the application to ASIC; and

(b) the consent of ASIC has been given.

(6) ASIC must, as soon as practicable after receiving a noticefrom an auditor under subsection (5), notify the auditor and thecompany whether it consents to the resignation of the auditor.

(7) A statement made by an auditor in an application to ASICunder subsection (5) or in answer to an inquiry by ASIC relating to thereasons for the application:

(a) is not admissible in evidence in any civil or criminalproceedings against the auditor; and

(b) may not be made the ground of a prosecution, action or suitagainst the auditor;

and a certificate by ASIC that the statement was made in the application or inthe answer to the inquiry by ASIC is conclusive evidence that the statementwas so made.

(8) Subject to subsection (9), the resignation of anauditor takes effect:

(a) on the day (if any) specified for the purpose in the noticeof resignation; or

(b) on the day on which ASIC gives its consent to theresignation; or

(c) on the day (if any) fixed by ASIC for the purpose;

whichever last occurs.

(9) The resignation of an auditor of a proprietary company or asmall company limited by guarantee does not require the consent of ASIC undersubsection (5), and takes effect:

(a) on the day (if any) specified for the purpose in the noticeof resignation; or

(b) on the day on which the notice is received by the company;

whichever is the later.

(10) Where on the retirement or withdrawal from a firm of amember the firm will no longer be capable, by reason of the provisions ofsubparagraph 324BB(1)(b)(i) or (2)(b)(i) of acting as auditor of acompany, the member so retiring or withdrawing is (if not disqualified fromacting as auditor of the company) taken to be the auditor of the company untilhe or she obtains the consent of ASIC to his or her retirement or withdrawal.

(11) Within 14 days after:

(a) the removal from office of an auditor of a company; or

(b) the receipt of a notice of resignation from an auditor of acompany;

the company must:

(c) lodge with ASIC a notice of the removal or resignation inthe prescribed form; and

(d) where there is a trustee for the holders of debentures ofthe company--give to the trustee a copy of the notice lodged with ASIC.