Resignation or removal of auditors
The procedures are specified in s329 CA.
An auditor may only be removed by ordinary resolution of the members (s 329(1) CA). Twenty-one days’ notice is required for this meeting (s 329(1) CA) and this cannot be shortened (s 249H(4) CA) (twenty-eight days for a listed company). Two months’ notice of the resolution must be given (s 329(1A) CA).
The auditor and ASIC must be served with notice of the proposed resolution. Notice must also be given of the intention to appoint a new auditor. This will be done by either concurrent notice with the notice of removal, or subsequent notice provided this notice is given at least seven days before the meeting (s 327(10) CA).
The auditor may make written representations to the company (s 329(3) CA).
A public company auditor must apply to ASIC for consent to resign. The auditor will then resign by notice in writing.
Within 14 days of receipt of notice the company will then lodge a Form 315 (Notice of Resignation of Auditor) with ASIC and also give copy of this notice to the trustee of debenture holders (if any) (s 329(11) CA).
s327C sets out the procedure for the appointment of a public company auditor to fill casual vacancy
s327D
sets out the procedure for the appointment of an auditor to replace an auditor removed from office
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