The Companies (Northern Ireland) Order 1986 (revoked) No. 1032 (NI. 6)

PART XII N.I. COMPANY ADMINISTRATION AND PROCEDURE

Chapter V N.I. AUDITORS

Appointment of auditorsF38 N.I.

F38 Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}

Duty to appoint auditors N.I.

392.— [F1 (1) [F2 Every public company] shall appoint an auditor or auditors in accordance with this Chapter.

This is subject to Article 396A ([F3 certain companies exempt from obligation to appoint auditors).

(2 )F4  Auditors shall be appointed in accordance with Article 393 (appointment at general meeting at which accounts are laid). F5 . . .

(3 )F6  References in this Chapter to the end of the time for appointing auditors are to the end of the time within which an appointment must be made under Article 393(2). F7 . . .

(4) F8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]]

F1 Art. 392 repealed (1.10.2007 for certain purposes and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/2194, arts. 1(3)(a), 8, Sch. 2 Pt. 2 (with art. 12, Sch. 3 para. 44(2))

F2 Words in art. 392(1) substituted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(1)(a) (with art. 12)

F3 SR 1995/128

F4 mod. by SR 2004/307

F5 Words in art. 392(2) omitted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by virtue of Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(1)(b) (with art. 12)

F6 mod. by SR 2004/307

F7 Words in art. 392(3) omitted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by virtue of Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(1)(c) (with art. 12)

F8 Art. 392(4) omitted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by virtue of Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(1)(d) (with art. 12)

Appointment at general meeting at which accounts laidF9 N.I.

393 .F10 — [F11 (1 )F12  This Article applies to every public company F13 . . . .

(2 )F14  The company shall, at each general meeting at which accounts are laid, appoint an auditor or auditors to hold office from the conclusion of that meeting until the conclusion of the next general meeting at which accounts are laid.

(3 )F15  The first auditors of the company may be appointed by the directors at any time before the first general meeting of the company at which accounts are laid; and auditors so appointed shall hold office until the conclusion of that meeting.

(4 )F16  If the directors fail to exercise their powers under paragraph (3), the powers may be exercised by the company in general meeting.]

F9 mod. by SR 2004/307

F10 mod. by SR 2004/307

F11 Art. 393 repealed (1.10.2007 for certain purposes and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/2194, arts. 1(3)(a), 8, Sch. 2 Pt. 2 (with art. 12, Sch. 3 para. 44(2))

F12 mod. by SR 2004/307

F13 Words in art. 393(1) omitted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by virtue of Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 20077 (S.I. 2007/2194), arts. 1(3), 10(1), {Sch. 4 para. 24(2)} (with art. 12)

F14 mod. by SR 2004/307

F15 mod. by SR 2004/307

F16 mod. by SR 2004/307

Appointment by private company which is not obliged to lay accounts N.I.

393A.  F17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F17 Art. 393A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/2194, arts. 1(3)(a), 8, Sch. 2 Pt. 2 (with art. 12, Sch. 3 para. 44(2))

Election by private company to dispense with annual appointment N.I.

394.  F18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F18 Art. 394 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/2194, arts. 1(3)(a), 8, Sch. 2 Pt. 2 (with art. 12, Sch. 3 para. 44(2))

Appointment by Department in default of appointment by company N.I.

395.— [F19 (1 )F20  [F21 If in the case of a public company] no auditors are appointed, re-appointed or deemed to be re-appointed before the end of the time for appointing auditors, the Department may appoint a person to fill the vacancy.

(2 )F22  In such a case the company shall within one week of the end of the time for appointing auditors give notice to the Department of its power having become exercisable.

If a company fails to give the notice required by this Article, the company and every officer of it who is in default is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.]

F19 Art. 395 repealed (1.10.2007 for certain purposes otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/2194, arts. 1(3)(a), 8, Sch. 2 Pt. 2 (with art. 12, Sch. 3 para. 44(2))

F20 mod. by SR 2004/307

F21 Words in art. 395(1) substituted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(3) (with art. 12)

F22 mod. by SR 2004/307

Filling of casual vacancies N.I.

396.— [F23 (1 )F24  The directors [F25 of a public company], or the company in general meeting, may fill a casual vacancy in the office of auditor.

(2) While such a vacancy continues, any surviving or continuing auditor or auditors may continue to act.

(3 )F26  Special notice is required for a resolution at a general meeting of [F27 a public company]—

(a) filling a casual vacancy in the office of auditor, or

(b) re-appointing as auditor a retiring auditor who was appointed by the directors to fill a casual vacancy.

(4 )F28  On receipt of notice of such an intended resolution the company shall forthwith send a copy of it—

(a) to the person proposed to be appointed, and

(b) if the casual vacancy was caused by the resignation of an auditor, to the auditor who resigned.]

F23 Art. 396 repealed (1.10.2007 for certain purposes otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/2194, arts. 1(3)(a), 8, Sch. 2 Pt. 2 (with art. 12, Sch. 3 para. 44(2))

F24 mod. by SR 2004/307

F25 Words in art. 396(1) inserted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(4)(a) (with art. 12)

F26 mod. by SR 2004/307

F27 Words in art. 396(3) substituted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(4)(b) (with art. 12)

F28 mod. by SR 2004/307

[F29 Certain companies exempt from obligation to appoint auditors N.I.

396A.— [F30 (1) [F31 A public company] which by virtue of Article 257A (certain categories of small company) or[F32 Article 257AA (dormant companies) is exempt from the provisions of Part VIII relating to the audit of accounts is also exempt from the obligation to appoint auditors.

(2) The following provisions apply if [F33 a public company] which has been exempt from those provisions ceases to be so exempt.

(3 )F34  Where Article 393 applies (appointment at general meeting at which accounts are laid), the directors may appoint auditors at any time before the next meeting of the company at which accounts are to be laid; and auditors so appointed shall hold office until the conclusion of that meeting.

(4) F35 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5 )F36  If the directors fail to exercise their powers under paragraph (3) F37 . . . , the powers may be exercised by the company in general meeting.]]]

F29 SR 1995/128

F30 Art. 396A repealed (1.10.2007 for certain purposes otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/2194, arts. 1(3)(a), 8, Sch. 2 Pt. 2 (with art. 12, Sch. 3 para. 44(2))

F31 Words in art. 396A(1) substituted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(5)(a) (with art. 12)

F32 SR 2001/153

F33 Words in art. 396A(2) substituted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(5)(b) (with art. 12)

F34 mod. by SR 2004/307

F35 Art. 396A(4) omitted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by virtue of Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(5)(c) (with art. 12)

F36 mod. by SR 2004/307

F37 Words in art. 396A(5) omitted (1.10.2007 with effect as mentioned in Sch. 4 para. 24(6) of the amending S.I.) by virtue of Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 24(5)(d) (with art. 12)

Art. 397 rep. by 1990 NI 5