http://www.legislation.gov.uk/ukpga/2006/46/section/485ACompanies Act 2006 An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.texttext/xmlenStatute Law Database2026-07-24Expert Participation2026-07-16 Part 16AuditChapter 2Appointment of auditors<Emphasis>Private companies</Emphasis><Addition ChangeId="key-d520f5ec3490b9642e0ca54928e0b735-1485028812073" CommentaryRef="key-d520f5ec3490b9642e0ca54928e0b735">Appointment of auditors of private company: additional requirements for public interest entities with audit committees</Addition>485A1This section applies to the appointment under section 485(4) of an auditor or auditors of a private company—awhich is also a public interest entity; andbwhich has an audit committee.2But it does not apply to the appointment of an Auditor General as auditor or one of the auditors of the company.3Before an appointment to which this section applies is made—athe audit committee of the company must make a recommendation to the directors in connection with the appointment, andbthe directors must propose an auditor or auditors for appointment ...4 Before the audit committee makes a recommendation or the directors make a proposal under subsection (3), the committee ... must carry out a selection procedure in accordance with Article 16(3) of the Audit Regulation , unless the company is a small or medium sized enterprise within the meaning in Article 2(1)(f) of Directive 2003/71/EC . 5The audit committee must in its recommendation—aidentify its first and second choice candidates for appointment, drawn from those auditors who have participated in a selection procedure under subsection (4), bgive reasons for the choices so identified,cstate that—ithe recommendation is free from influence by a third party, andii no contractual term of the kind mentioned in Article 16(6) of the Audit Regulation has been imposed on the company. 6The directors must include in their proposal—athe recommendation made by the audit committee in connection with the appointment, andbif the proposal of the directors departs from the preference of the audit committee—ia recommendation for a candidate or candidates for appointment drawn from those auditors who have participated in a selection procedure under subsection (4), andiithe reasons for not following the audit committee’s recommendation.7Where the audit committee recommends re-appointment of the company’s existing auditor or auditors, and the directors are in agreement, subsections (4) and (5)(a) and (b) do not apply.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. 2Pts. 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)S. 485A(6)(7) substituted for s. 485A(6)-(8) (with effect in accordance with reg. 1(6)(8) of the amending S.I.) by The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 12(2)(d)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), 3Words in s. 485A(3)(b) omitted (with effect in accordance with reg. 1(6)(8) of the amending S.I.) by virtue of The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 12(2)(a)S. 485A 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)))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), 3Pt. 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), 3Pt. 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), 3Pt. 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), 3Words in s. 485A(4) omitted (with effect in accordance with reg. 1(6)(8) of the amending S.I.) by virtue of The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 12(2)(b)Ss. 485A, 485B 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. 4 (with reg. 1(12))Words in s. 485A(5)(a) inserted (with effect in accordance with reg. 1(6)(8) of the amending S.I.) by The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 12(2)(c)Pt. 16 excluded (S.) (23.1.2026) by The Companies Act 2006 (Scottish public sector companies to be audited by the Auditor General for Scotland) Order 2026 (S.S.I. 2026/21), arts. 1(1), 3