Search Legislation

Deregulation Act 2015

Status:

This is the original version (as it was originally enacted).

18Auditors ceasing to hold office

This section has no associated Explanatory Notes

(1)Chapter 4 of Part 16 of the Companies Act 2006 (audit: removal, resignation, etc of auditors) is amended as follows.

(2)In section 519 (statement by auditor to be deposited with company on ceasing to hold office), for subsections (1) to (3) substitute—

(1)An auditor of a public interest company who is ceasing to hold office (at any time and for any reason) must send to the company a statement of the reasons for doing so.

(2)An auditor (“A”) of a non-public interest company who is ceasing to hold office must send to the company a statement of the reasons for doing so unless A satisfies the first or second condition.

(2A)The first condition is that A is ceasing to hold office—

(a)in the case of a private company, at the end of a period for appointing auditors;

(b)in the case of a public company, at the end of an accounts meeting.

(2B)The second condition is that—

(a)A’s reasons for ceasing to hold office are all exempt reasons (as to which see section 519A(3)), and

(b)there are no matters connected with A’s ceasing to hold office that A considers need to be brought to the attention of members or creditors of the company.

(3)A statement under this section must include—

(a)the auditor’s name and address;

(b)the number allocated to the auditor on being entered in the register of auditors kept under section 1239;

(c)the company’s name and registered number.

(3A)Where there are matters connected with an auditor’s ceasing to hold office that the auditor considers need to be brought to the attention of members or creditors of the company, the statement under this section must include details of those matters.

(3B)Where—

(a)an auditor (“A”) of a non-public interest company is required by subsection (2) to send a statement, and

(b)A considers that none of the reasons for A’s ceasing to hold office, and no matters (if any) connected with A’s ceasing to hold office, need to be brought to the attention of members or creditors of the company,

A’s statement under this section must include a statement to that effect.

(3)After section 519 insert—

519AMeaning of “public interest company”, “non-public interest company” and “exempt reasons”

(1)In this Chapter—

  • “public interest company” means a company—

    (a)

    any of whose transferable securities are included in the official list (within the meaning of Part 6 of the Financial Services and Markets Act 2000), or

    (b)

    any of whose equity share capital is officially listed in an EEA state;

  • “non-public interest company” means a company that is not a public interest company.

(2)For the purposes of the definition of “public interest company”, “transferable securities” means anything which is a transferable security for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.

(3)In the application of this Chapter to an auditor (“A”) of a company ceasing to hold office, the following are “exempt reasons”—

(a)A is no longer to carry out statutory audit work within the meaning of Part 42 (see section 1210(1));

(b)the company is, or is to become, exempt from audit under section 477, 479A or 480, or from the requirements of this Part under section 482, and intends to include in its balance sheet a statement of the type described in section 475(2);

(c)the company is a subsidiary undertaking of a parent undertaking that is incorporated in the United Kingdom and—

(i)the parent undertaking prepares group accounts, and

(ii)A is being replaced as auditor of the company by the auditor who is conducting, or is to conduct, an audit of the group accounts;

(d)the company is being wound up under Part 4 of the Insolvency Act 1986 or Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), whether voluntarily or by the court, or a petition under Part 4 of that Act or Part 5 of that Order for the winding up of the company has been presented and not finally dealt with or withdrawn.

(4)But the reason described in subsection (3)(c) is only an exempt reason if the auditor who is conducting, or is to conduct, an audit of the group accounts is also conducting, or is also to conduct, the audit (if any) of the accounts of each of the subsidiary undertakings (of the parent undertaking) that is incorporated in the United Kingdom and included in the consolidation.

(5)The Secretary of State may by order amend the definition of “public interest company” in subsection (1).

(6)An order under subsection (5) is subject to negative resolution procedure.

(4)In section 523 (duty of company to notify appropriate audit authority), for subsections (1) to (3) substitute—

(1)This section applies if an auditor is ceasing to hold office—

(a)in the case of a private company, at any time other than at the end of a period for appointing auditors;

(b)in the case of a public company, at any time other than at the end of an accounts meeting.

(1A)But this section does not apply if the company reasonably believes that the only reasons for the auditor’s ceasing to hold office are exempt reasons (as to which see section 519A(3)).

(2)Where this section applies, the company must give notice to the appropriate audit authority that the auditor is ceasing to hold office.

(2A)The notice is to take the form of a statement by the company of what the company believes to be the reasons for the auditor’s ceasing to hold office and must include the information listed in section 519(3).

This is subject to subsection (2C).

(2B)Subsection (2C) applies where—

(a)the company receives a statement from the auditor under section 519,

(b)the statement is sent at the time required by section 519(4), and

(c)the company agrees with the contents of the statement.

(2C)Where this subsection applies, the notice may instead take the form of a copy of the statement endorsed by the company to the effect that it agrees with the contents of the statement.

(3)A notice under this section must be given within the period of 28 days beginning with the day on which the auditor ceases to hold office.

(5)Schedule 5 (auditors ceasing to hold office) makes provision about the following matters—

(a)the notification requirements that apply on an auditor ceasing to hold office;

(b)the requirements that apply if there is a failure to re-appoint an auditor;

(c)the replacement of references to documents being deposited at a company’s registered office.

Back to top

Options/Help

Print Options

You have chosen to open The Whole Act

The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act as a PDF

The Whole Act you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open the Whole Act

The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open Schedules only

The Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

Close

Legislation is available in different versions:

Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.

Original (As Enacted or Made):The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.

Close

See additional information alongside the content

Show Explanatory Notes for Sections: Displays relevant parts of the explanatory notes interweaved within the legislation content.

Close

Opening Options

Different options to open legislation in order to view more content on screen at once

Close

Explanatory Notes

Text created by the government department responsible for the subject matter of the Act to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. Explanatory Notes were introduced in 1999 and accompany all Public Acts except Appropriation, Consolidated Fund, Finance and Consolidation Acts.

Close

More Resources

Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • correction slips
  • links to related legislation and further information resources
Close

Impact Assessments

Impact Assessments generally accompany all UK Government interventions of a regulatory nature that affect the private sector, civil society organisations and public services. They apply regardless of whether the regulation originates from a domestic or international source and can accompany primary (Acts etc) and secondary legislation (SIs). An Impact Assessment allows those with an interest in the policy area to understand:

  • Why the government is proposing to intervene;
  • The main options the government is considering, and which one is preferred;
  • How and to what extent new policies may impact on them; and,
  • The estimated costs and benefits of proposed measures.
Close

More Resources

Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • correction slips

Click 'View More' or select 'More Resources' tab for additional information including:

  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • links to related legislation and further information resources