Part 16

Audit
Chapter 2

Appointment of auditors

Private companies

Appointment of auditors of private company: general
485
1
An auditor or auditors of a private company must be appointed for each financial year of the company, unless the directors reasonably resolve otherwise on the ground that audited accounts are unlikely to be required.
2
For each financial year for which an auditor or auditors is or are to be appointed (other than the company's first financial year), the appointment must be made before the end of the period of 28 days beginning with—
a
the end of the time allowed for sending out copies of the company's annual accounts and reports for the previous financial year (see section 424), or
b
if earlier, the day on which copies of the company's annual accounts and reports for the previous financial year are sent out under section 423.
This is the “period for appointing auditors”.
3
The directors may appoint an auditor or auditors of the company—
a
at any time before the company's first period for appointing auditors,
b
following a period during which the company (being exempt from audit) did not have any auditor, at any time before the company's next period for appointing auditors, or
c
to fill a casual vacancy in the office of auditor.
4
The members may appoint an auditor or auditors by ordinary resolution—
a
during a period for appointing auditors,
b
if the company should have appointed an auditor or auditors during a period for appointing auditors but failed to do so, or
c
where the directors had power to appoint under subsection (3) but have failed to make an appointment.
5
An auditor or auditors of a private company may only be appointed—
a
in accordance with this section, or
b
in accordance with section 486 or 486A (default power of Secretary of State).
This is without prejudice to any deemed re-appointment under section 487.
S. 485 wholly in force at 1.10.2007; s. 485 not in force at Royal Assent see s. 1300; s. 485 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(h) (with savings in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)
Ss. 485-488 applied (with modifications) (1.10.2008) by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911), reg. 36; (as amended: (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 11 (with reg. 2(6)(7)); and (with effect for financial years beginning on or after 6.4.2021) by The European Grouping of Territorial Cooperation and Limited Liability Partnerships etc. (Revocations and Amendments) (EU Exit) Regulations 2021 (S.I. 2021/153), regs. 1, 18)
Ss. 485-488 applied (with modifications) (6.4.2008) by The Bank Accounts Directive (Miscellaneous Banks) Regulations 2008 (S.I. 2008/567), reg. 4, Sch. para. 9 (with Sch. para. 11)
S. 485 applied (with modifications) (6.4.2008) by The Bank Accounts Directive (Miscellaneous Banks) Regulations 2008 (S.I. 2008/567), reg. {7(1)}, Sch. para. 1 (with Sch. para. 11)
S. 485 applied (with modifications) (6.4.2008) by The Insurance Accounts Directive (Miscellaneous Insurance Undertakings) Regulations 2008 (S.I. 2008/565), reg. 6(1)(2)(4)
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)
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
Pt. 16 excluded (8.4.2020) by Parliamentary Buildings (Restoration and Renewal) Act 2019 (c. 27), s. 14(2)(3), Sch. 2 para. 9(9)
Pt. 16 excluded (S.) (1.10.2024) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) Order 2024 (S.S.I. 2024/266), arts. 1(1), 3
Pt. 16 applied (with modifications) (8.12.2017) by The Risk Transformation Regulations 2017 (S.I. 2017/1212), regs. 1(2), 162, 163 (with reg. 189)
Pt. 16 excluded (S.) (30.10.2022) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) (No. 2) Order 2022 (S.S.I. 2022/308), arts. 1(1), 3
Pt. 16 excluded (S.) (26.11.2020) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) Order 2020 (S.S.I. 2020/402), arts. 1(1), 3
Pt. 16 excluded (S.) (15.6.2022) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) Order 2022 (S.S.I. 2022/207), arts. 1(1), 3
Pt. 16 excluded (S.) (10.3.2021) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) Order 2021 (S.S.I. 2021/129), arts. 1(1), 3
Words in s. 485(5)(b) inserted (with effect in accordance with reg. 2(3) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 1 para. 14 (with reg. 2(6)(7))
S. 485 applied (with modifications) by S.I. 2008/565, reg. 6(1)(1A) (as substituted (with effect in accordance with reg. 2(4) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 2 para. 6(a) (with reg. 2(6)(7)))