|
| |
|
526 | Notice to registrar of resolution removing auditor from office |
| |
(1) | Where a resolution is passed under section 524 (resolution removing auditor |
| |
from office), the company must give notice of that fact to the registrar within |
| |
| |
(2) | If a company fails to give the notice required by this section, an offence is |
| 5 |
| |
| |
(b) | every officer of it who is in default. |
| |
(3) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| 10 |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
527 | Rights of auditor who has been removed from office |
| |
(1) | An auditor who has been removed by resolution under section 524 has, |
| |
notwithstanding his removal, the rights conferred by section 516(2) in relation |
| 15 |
to any general meeting of the company— |
| |
(a) | at which his term of office would otherwise have expired, or |
| |
(b) | at which it is proposed to fill the vacancy caused by his removal. |
| |
(2) | 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 |
| 20 |
| |
Failure to re-appoint auditor |
| |
528 | Failure to re-appoint auditor: special procedure required for written |
| |
| |
(1) | This section applies where a resolution is proposed as a written resolution of a |
| 25 |
private company whose effect would be to appoint a person as auditor in place |
| |
of a person (the “outgoing auditor”) whose term of office has expired, or is to |
| |
expire, at the end of the period for appointing auditors. |
| |
(2) | The following provisions apply if— |
| |
(a) | no period for appointing auditors has ended since the outgoing auditor |
| 30 |
ceased to hold office, or |
| |
(b) | such a period has ended and an auditor or auditors should have been |
| |
| |
(3) | The company must send a copy of the proposed resolution to the person |
| |
proposed to be appointed and to the outgoing auditor. |
| 35 |
(4) | The outgoing auditor may, within 14 days after receiving the notice, make with |
| |
respect to the proposed resolution representations in writing to the company |
| |
(not exceeding a reasonable length) and request their circulation to members of |
| |
| |
(5) | The company must circulate the representations together with the copy or |
| 40 |
copies of the resolution circulated in accordance with section 298 (resolution |
| |
proposed by directors) or section 300 (resolution proposed by members). |
| |
|
| |
|
| |
|
(6) | Where subsection (5) applies— |
| |
(a) | the period allowed under section 300(3) for service of copies of the |
| |
proposed resolution is 28 days instead of 21 days, and |
| |
(b) | the provisions of section 300(6) and (7) (offences) apply in relation to a |
| |
failure to comply with that subsection as in relation to a default in |
| 5 |
complying with that section. |
| |
(7) | Copies of the representations need not be circulated if, on the application either |
| |
of the company or of any other person claiming to be aggrieved, the court is |
| |
satisfied that the auditor is using the provisions of this section to secure |
| |
needless publicity for defamatory matter. |
| 10 |
| The court may order the company’s costs (in Scotland, expenses) on the |
| |
application to be paid in whole or in part by the auditor, notwithstanding that |
| |
he is not a party to the application. |
| |
(8) | If any requirement of this section is not complied with, the resolution is |
| |
| 15 |
529 | Failure to re-appoint auditor: special notice required for resolution at general |
| |
| |
(1) | This section applies to a resolution at a general meeting of a company whose |
| |
effect would be to appoint a person as auditor in place of a person (the |
| |
“outgoing auditor”) whose term of office has ended, or is to end— |
| 20 |
(a) | in the case of a private company, at the end of the period for appointing |
| |
| |
(b) | in the case of a public company, at the end of the next accounts meeting. |
| |
(2) | Special notice is required of such a resolution if— |
| |
(a) | in the case of a private company— |
| 25 |
(i) | no period for appointing auditors has ended since the outgoing |
| |
auditor ceased to hold office, or |
| |
(ii) | such a period has ended and an auditor or auditors should have |
| |
been appointed but were not; |
| |
(b) | in the case of a public company— |
| 30 |
(i) | there has been no accounts meeting of the company since the |
| |
outgoing auditor ceased to hold office, or |
| |
(ii) | there has been an accounts meeting at which an auditor or |
| |
auditors should have been appointed but were not. |
| |
(3) | On receipt of notice of such an intended resolution the company shall |
| 35 |
forthwith send a copy of it to the person proposed to be appointed and to the |
| |
| |
(4) | The outgoing auditor may make with respect to the intended resolution |
| |
representations in writing to the company (not exceeding a reasonable length) |
| |
and request their notification to members of the company. |
| 40 |
(5) | The company must (unless the representations are received by it too late for it |
| |
| |
(a) | in any notice of the resolution given to members of the company, state |
| |
the fact of the representations having been made, and |
| |
(b) | send a copy of the representations to every member of the company to |
| 45 |
whom notice of the meeting is or has been sent. |
| |
|
| |
|
| |
|
(6) | If a copy of any such representations is not sent out as required because |
| |
received too late or because of the company’s default, the outgoing auditor |
| |
may (without prejudice to his right to be heard orally) require that the |
| |
representations be read out at the meeting. |
| |
(7) | Copies of the representations need not be sent out and the representations need |
| 5 |
not be read at the meeting if, on the application either of the company or of any |
| |
other person claiming to be aggrieved, the court is satisfied that the auditor is |
| |
using the provisions of this section to secure needless publicity for defamatory |
| |
| |
| The court may order the company’s costs (in Scotland, expenses) on the |
| 10 |
application to be paid in whole or in part by the outgoing auditor, |
| |
notwithstanding that he is not a party to the application. |
| |
| |
530 | Resignation of auditor |
| |
(1) | An auditor of a company may resign his office by depositing a notice in writing |
| 15 |
to that effect at the company’s registered office. |
| |
(2) | The notice is not effective unless it is accompanied by the statement required |
| |
| |
(3) | An effective notice of resignation operates to bring the auditor’s term of office |
| |
to an end as of the date on which the notice is deposited or on such later date |
| 20 |
as may be specified in it. |
| |
531 | Notice to registrar of resignation of auditor |
| |
(1) | Where an auditor resigns the company must within 14 days of the deposit of a |
| |
notice of resignation send a copy of the notice to the registrar of companies. |
| |
(2) | If default is made in complying with this section, an offence is committed by— |
| 25 |
| |
(b) | every officer of the company who is in default. |
| |
(3) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to a fine and, for continued contravention, |
| |
a daily default fine not exceeding one-tenth of the statutory maximum; |
| 30 |
(b) | on summary conviction, to a fine not exceeding the statutory maximum |
| |
and, for continued contravention, a daily default fine not exceeding |
| |
one-tenth of the statutory maximum. |
| |
532 | Rights of resigning auditor |
| |
(1) | This section applies where an auditor’s notice of resignation is accompanied by |
| 35 |
a statement of the circumstances connected with his resignation (see section |
| |
| |
(2) | He may deposit with the notice a signed 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 |
| 40 |
circumstances connected with his resignation as he may wish to place before |
| |
| |
|
| |
|
| |
|
(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 |
| |
| 5 |
| a statement in writing (not exceeding a reasonable length) of the circumstances |
| |
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 |
| 10 |
(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 of the deposit of 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. |
| 15 |
(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 |
| |
| |
(7) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to a fine; |
| 20 |
(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 |
| |
| 25 |
(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 |
| |
| 30 |
| 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 516(2) in relation to any such general meeting of the |
| 35 |
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 |
| |
| |
Statement by auditor on ceasing to hold office |
| 40 |
533 | Statement by auditor to be deposited with company |
| |
(1) | Where an auditor of an unquoted company ceases for any reason to hold office, |
| |
he must deposit at the company’s registered office a statement of the |
| |
circumstances connected with his ceasing to hold office, unless he considers |
| |
that there are no circumstances in connection with his ceasing to hold office |
| 45 |
|
| |
|
| |
|
that need to be brought to the attention of members or creditors of the |
| |
| |
(2) | If he considers that there are no circumstances in connection with his ceasing |
| |
to hold office that need to be brought to the attention of members or creditors |
| |
of the company, he must deposit at the company’s registered office a statement |
| 5 |
| |
(3) | Where an auditor of a quoted company ceases for any reason to hold office, he |
| |
must deposit at the company’s registered office a statement of the |
| |
circumstances connected with his ceasing to hold office. |
| |
(4) | The statement required by this section must be deposited— |
| 10 |
(a) | in the case of resignation, along with the notice of resignation; |
| |
(b) | in the case of failure to seek re-appointment, not less than 14 days |
| |
before the end of the time allowed for next appointing an auditor; |
| |
(c) | in any other case, not later than the end of the period of 14 days |
| |
beginning with the date on which he ceases to hold office. |
| 15 |
(5) | A person ceasing to hold office as auditor who fails to comply with this section |
| |
| |
(6) | In proceedings for such an offence it is a defence for the person charged to |
| |
show that he took all reasonable steps and exercised all due diligence to avoid |
| |
the commission of the offence. |
| 20 |
(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 |
| |
| |
534 | Company’s duties in relation to statement |
| 25 |
(1) | This section applies where the statement deposited under section 533 states the |
| |
circumstances connected with the auditor’s ceasing to hold office. |
| |
(2) | The company must within 14 days of the deposit of the statement either— |
| |
(a) | send a copy of it to every person who under section 429 is entitled to be |
| |
sent copies of the accounts, or |
| 30 |
| |
(3) | If it applies to the court, the company must notify the auditor of the |
| |
| |
(4) | If the court is satisfied that the auditor is using the provisions of section 533 to |
| |
secure needless publicity for defamatory matter— |
| 35 |
(a) | it shall direct that copies of the statement need not be sent out, and |
| |
(b) | it may further order the company’s costs (in Scotland, expenses) on the |
| |
application to be paid in whole or in part by the auditor, even if he is |
| |
not a party to the application. |
| |
| The company must within 14 days of the court’s decision send to the persons |
| 40 |
mentioned in subsection (2)(a) a statement setting out the effect of the order. |
| |
(5) | If no such direction is made the company must send copies of the statement to |
| |
the persons mentioned in subsection (2)(a) within 14 days of the court’s |
| |
decision or, as the case may be, of the discontinuance of the proceedings. |
| |
|
| |
|
| |
|
(6) | In the event of default in complying with this section an offence is committed |
| |
by every officer of the company who is in default. |
| |
(7) | In proceedings for such an offence it is a defence for the person charged to |
| |
show that he took all reasonable steps and exercised all due diligence to avoid |
| |
the commission of the offence. |
| 5 |
(8) | 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 |
| |
| |
535 | Copy of statement to be sent to registrar |
| 10 |
(1) | Unless within 21 days beginning with the day on which he deposited the |
| |
statement under section 533 the auditor receives notice of an application to the |
| |
court under section 534, he must within a further seven days send a copy of the |
| |
statement to the registrar. |
| |
(2) | If an application to the court is made under section 534 and the auditor |
| 15 |
subsequently receives notice under subsection (5) of that section, he must |
| |
within seven days of receiving the notice send a copy of the statement to the |
| |
| |
(3) | An auditor who fails to comply with subsection (1) or (2) commits an offence. |
| |
(4) | In proceedings for such an offence it is a defence for the person charged to |
| 20 |
show that he took all reasonable steps and exercised all due diligence to avoid |
| |
the commission of the offence. |
| |
(5) | 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 |
| 25 |
| |
536 | Duty of auditor to notify appropriate audit authority |
| |
| |
(a) | in the case of a major audit, an auditor ceases for any reason to hold |
| |
| 30 |
(b) | in the case of an audit that is not a major audit, an auditor ceases to hold |
| |
office before the end of his term of office, |
| |
| the auditor ceasing to hold office must notify the appropriate audit authority. |
| |
| |
(a) | inform the appropriate audit authority that he has ceased to hold office, |
| 35 |
| |
(b) | be accompanied by a copy of the statement deposited by him at the |
| |
company’s registered office in accordance with section 533. |
| |
(3) | If the statement so deposited is to the effect that he considers that there are no |
| |
circumstances in connection with his ceasing to hold office that need to be |
| 40 |
brought to the attention of members or creditors of the company, the notice |
| |
must also be accompanied by a statement of the reasons for his ceasing to hold |
| |
| |
|
| |
|
| |
|
(4) | The auditor must comply with this section— |
| |
(a) | in the case of a major audit, at the same time as he deposits a statement |
| |
at the company’s registered office in accordance with section 533; |
| |
(b) | in the case of an audit that is not a major audit, at such time (not being |
| |
earlier than the time mentioned in paragraph (a)) as the appropriate |
| 5 |
audit authority may require. |
| |
(5) | A person ceasing to hold office as auditor who fails to comply with this section |
| |
| |
(6) | If that person is a firm an offence is committed by— |
| |
| 10 |
(b) | every officer of the firm who is in default. |
| |
(7) | In proceedings for an offence under this section it is a defence for the person |
| |
charged to show that he took all reasonable steps and exercised all due |
| |
diligence to avoid the commission of the offence. |
| |
(8) | A person guilty of an offence under this section is liable— |
| 15 |
(a) | on conviction on indictment, to a fine; |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
| |
537 | Duty of company to notify appropriate audit authority |
| |
(1) | Where an auditor ceases to hold office before the end of his term of office, the |
| 20 |
company must notify the appropriate audit authority. |
| |
| |
(a) | inform the appropriate audit authority that the auditor has ceased to |
| |
| |
| 25 |
(i) | a statement by the company of the reasons for his ceasing to |
| |
| |
(ii) | if the copy of the statement deposited by the auditor at the |
| |
company’s registered office in accordance with section 533 |
| |
contains a statement of circumstances in connection with his |
| 30 |
ceasing to hold office that need to be brought to the attention of |
| |
members or creditors of the company, a copy of that statement. |
| |
(3) | The company must give notice under this section not later than 14 days after |
| |
the date on which the auditor’s statement is deposited at the company’s |
| |
registered office in accordance with section 533. |
| 35 |
(4) | If a company fails to comply with this section, an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| |
(5) | In proceedings for such an offence it is a defence for the person charged to |
| |
show that he took all reasonable steps and exercised all due diligence to avoid |
| 40 |
the commission of the offence. |
| |
(6) | 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 |
| |
| 45 |
|
| |
|