Part 16

Audit
Chapter 4

Removal, resignation, etc of auditors

Resignation of auditor

Rights of resigning auditor
518
1
This section applies where an auditor's (A's) notice of resignation is accompanied by a statement under section 519 except where—.
a
the company is a non-public interest company, and
b
the statement includes a statement to the effect that 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 (as required by section 519(3B)).
2
He may send with the notice an authenticated requisition calling on the directors of the company forthwith duly to convene a general meeting of the company for the purpose of receiving and considering such explanation of the reasons for, and matters connected with, his resignation as he may wish to place before the meeting.
3
He may request the company to circulate to its members—
a
before the meeting convened on his requisition, or
b
before any general meeting at which his term of office would otherwise have expired or at which it is proposed to fill the vacancy caused by his resignation,
a statement in writing (not exceeding a reasonable length) of the reasons for, and matters connected with, his resignation.
4
The company must (unless the statement is received too late for it to comply)—
a
in any notice of the meeting given to members of the company, state the fact of the statement having been made, and
b
send a copy of the statement to every member of the company to whom notice of the meeting is or has been sent.
5
The directors must within 21 days from the date on which the company receives a requisition under this section proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given.
6
If default is made in complying with subsection (5), every director who failed to take all reasonable steps to secure that a meeting was convened commits an offence.
7
A person guilty of an offence under this section is liable—
a
on conviction on indictment, to a fine;
b
on summary conviction to a fine not exceeding the statutory maximum.
8
If a copy of the statement mentioned above is not sent out as required because received too late or because of the company's default, the auditor may (without prejudice to his right to be heard orally) require that the statement be read out at the meeting.
9
Copies of a statement need not be sent out and the statement need not be read out at the meeting if, on the application either of the company or of any other person who claims 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 such an application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.
10
An auditor who has resigned has, notwithstanding his resignation, the rights conferred by section 502(2) in relation to any such general meeting of the company as is mentioned in subsection (3)(a) or (b) above.
In such a case the references in that section to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.
Ss. 515-518 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. 45; (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. 18 (with reg. 2(6)(7))
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
Words in s. 518(3) substituted (1.10.2015) by Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 5(4); S.I. 2015/1732, art. 2(d) (with arts. 4 6)
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)
Ss. 519-526 amendment to earlier affecting provision S.I. 2008/1911, reg. 46 (6.5.2021) by The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Reports) (Authorised Person) Order 2021 (S.I. 2021/465), arts. 1(2), 6(5) (with art. 9)
Words in s. 518(5) substituted (1.10.2015) by Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 17(3); S.I. 2015/1732, art. 2(d) (with arts. 4 6)
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. 518(2) substituted (1.10.2015) by Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 5(3); S.I. 2015/1732, art. 2(d) (with arts. 4 6)
Word in s. 518(2) substituted (1.10.2015) by Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 17(2)(a); S.I. 2015/1732, art. 2(d) (with arts. 4 6)
Words in s. 518(2) substituted (1.10.2015) by Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 17(2)(b); S.I. 2015/1732, art. 2(d) (with arts. 4 6)
Words in s. 518(1) substituted (1.10.2015) by Deregulation Act 2015 (c. 20), s. 115(7), Sch. 5 para. 5(2); S.I. 2015/1732, art. 2(d) (with arts. 4 6)