F22Order repealed (prosp.)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}
392.—(1) Every company shall appoint an auditor or auditors in accordance with this Chapter.
This is subject to Article 396A ([F1 certain companies exempt from obligation to appoint auditors).
(2 )F2 Auditors shall be appointed in accordance with Article 393 (appointment at general meeting at which accounts are laid), except in the case of a private company which has elected to dispense with the laying of accounts in which case the appointment shall be made in accordance with Article 393A.
(3 )F3 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) or 393A(2), according to whichever of those Articles applies.
(4 )F4 Articles 393 and 393A have effect subject to Article 394 under which a private company may elect to dispense with the obligation to appoint auditors annually.]
393 .F6—(1 )F7 This Article applies to every public company and to a private company which has not elected to dispense with the laying of accounts.
(2 )F8 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 )F9 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 )F10 If the directors fail to exercise their powers under paragraph (3), the powers may be exercised by the company in general meeting.
F5mod. by SR 2004/307
F6mod. by SR 2004/307
F7mod. by SR 2004/307
F8mod. by SR 2004/307
F9mod. by SR 2004/307
F10mod. by SR 2004/307
393A.—(1) This Article applies to a private company which has elected in accordance with Article 260 to dispense with the laying of accounts before the company in general meeting.
(2) Auditors shall be appointed by the company in general meeting before the end of the period of 28 days beginning with the day on which copies of the company's annual accounts for the previous financial year are sent to members under Article 246 or, if notice is given under Article 261(2) requiring the laying of the accounts before the company in general meeting, the conclusion of that meeting.
Auditors so appointed shall hold office from the end of that period or, as the case may be, the conclusion of that meeting until the end of the time for appointing auditors for the next financial year.
(3) The first auditors of the company may be appointed by the directors at any time before—
(a)the end of the period of 28 days beginning with the day on which copies of the company's first annual accounts are sent to members under Article 246, or
(b)if notice is given under Article 261(2) requiring the laying of the accounts before the company in general meeting, the beginning of that meeting;
and auditors so appointed shall hold office until the end of that period or, as the case may be, the conclusion of that meeting.
(4) If the directors fail to exercise their powers under paragraph (3), the powers may be exercised by the company in general meeting.
(5) Auditors holding office when the election is made shall, unless the company in general meeting determines otherwise, continue to hold office until the end of the time for appointing auditors for the next financial year; and auditors holding office when an election ceases to have effect shall continue to hold office until the conclusion of the next general meeting of the company at which accounts are laid.
394.—(1) A private company may elect (by elective resolution in accordance with Article 387A) to dispense with the obligation to appoint auditors annually.
(2) When such an election is in force the company's auditors shall be deemed to be re-appointed for each succeeding financial year on the expiry of the time for appointing auditors for that year, unless—
[F11(a)the directors of the company have taken advantage of the exemption conferred by Article 257A or 257AA, or
(b)a resolution has been passed under Article 401 to the effect that their appointment should be brought to an end.
(3) If the election ceases to be in force, the auditors then holding office shall continue to hold office—
(a)where Article 393 then applies, until the conclusion of the next general meeting of the company at which accounts are laid;
(b)where Article 393A then applies, until the end of the time for appointing auditors for the next financial year under that Article.
(4) No account shall be taken of any loss of the opportunity of further deemed re-appointment under this Article in ascertaining the amount of any compensation or damages payable to an auditor on his ceasing to hold office for any reason.]
F11SR 2001/153
395.—(1 )F12 If in any case 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 )F13 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.
396.—(1 )F14 The directors, 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 )F15 Special notice is required for a resolution at a general meeting of a 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 )F16 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.
396A.—(1) A company which by virtue of Article 257A (certain categories of small company) or[F18 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 a company which has been exempt from those provisions ceases to be so exempt.
(3 )F19 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 )F20 Where Article 393A applies (appointment by private company not obliged to lay accounts), the directors may appoint auditors at any time before—
(a)the end of the period of 28 days beginning with the day on which copies of the company's annual accounts are next sent to members under Article 246, or
(b)if notice is given under Article 261(2) requiring the laying of the accounts before the company in general meeting, the beginning of that meeting;
and auditors so appointed shall hold office until the end of that period or, as the case may be, the conclusion of that meeting.
(5 )F21 If the directors fail to exercise their powers under paragraph (3) or (4), the powers may be exercised by the company in general meeting.]]
Art. 397 rep. by 1990 NI 5