Companies Act 2006

514 Failure to re-appoint auditor: special procedure required for written resolution U.K.

[F1 (1) This section applies where a resolution is proposed as a written resolution of a private company whose effect would be to appoint a person as auditor in place of a person (the “outgoing auditor”) who, at the time the resolution is proposed, is an auditor of the company and who is to cease to hold office at the end of a period for appointing auditors.

But this section does not apply if the auditor is to cease to hold office by virtue of section 510 [F2 , 511A] or 516.

(2) This section also applies where a resolution is proposed as a written resolution of a private company whose effect would be to appoint a person as auditor where, at the time the resolution is proposed, the company does not have an auditor and the person proposed to be appointed is not a person (the “outgoing auditor”) who was an auditor of the company when the company last had an auditor.

But this is subject to subsection (2A).

(2A) This section does not apply (by virtue of subsection (2)) if— ”

(a) a period for appointing auditors has ended since the outgoing auditor ceased to hold office,

(b) the outgoing auditor ceased to hold office by virtue of section 510 [F3 , 511A] or 516, or

(c) the outgoing auditor has previously had the opportunity to make representations with respect to a proposed resolution under subsection (4) of this section or an intended resolution under section 515(4).]

(3) [F4 Where this section applies, the] company must send a copy of the proposed resolution to the person proposed to be appointed and to the outgoing auditor.

(4) The outgoing auditor may, within 14 days after receiving the notice, make with respect to the proposed resolution representations in writing to the company (not exceeding a reasonable length) and request their circulation to members of the company.

(5) The company must circulate the representations together with the copy or copies of the resolution circulated in accordance with section 291 (resolution proposed by directors) or section 293 (resolution proposed by members).

(6) Where subsection (5) applies—

(a) the period allowed under section 293(3) for service of copies of the proposed resolution is 28 days instead of 21 days, and

(b) the provisions of section 293(5) and (6) (offences) apply in relation to a failure to comply with that subsection as in relation to a default in complying with that section.

(7) Copies of the representations need not be circulated if, on the application either of the company or of any other person claiming to be aggrieved, the court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter.

The court may order the company's costs (in Scotland, expenses) on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.

(8) If any requirement of this section is not complied with, the resolution is ineffective.

Textual Amendments

F1 S. 514(1)-(2A) substituted for s. 514(1) (1.10.2015) by Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 14(2); S.I. 2015/1732, art. 2(d) (with arts. 4 6)

F2 Words in s. 514(1) inserted (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 24(2) (with reg. 1(12))

F3 Words in s. 514(2A)(b) inserted (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 24(2) (with reg. 1(12))

F4 Words in s. 514(3) substituted (1.10.2015) by Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 14(3); S.I. 2015/1732, art. 2(d) (with arts. 4 6)

Modifications etc. (not altering text)

C1 Ss. 484-539 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 11 (with transitional provisions and savings in regs. 7, 9, Sch. 2)