When your external auditor ceased to hold office, they are required to deposit a statement of circumstances at your company’s registered office. They must set out any issues relating to the cessation of the office that should be brought to the attention of your shareholders or creditors of your company. If there are no issues then state that no circumstances exist.
In the case of auditor resignation, your auditor’s statement should accompany the notice of resignation. In the event where your auditor is not seeking reappointment, their statement should be deposited at least 14 days before your general meeting where your company account is laid. If a resolution has been passed to remove the requirement for laying accounts at the general meeting then the auditor must send their notice within 14 days of your accounts being circulated to your shareholders. In all other cases, your auditor must provide their statement of circumstances within 14 days of ceasing to hold office.
Thereafter, your company must send a copy of the statement to everyone entitled to receive a copy of your company accounts within 14 days.
If your company considers the statement of circumstances to be defamatory, you may apply to the court to have the statement not to be circulated.
Subsequently, you must inform your auditor within 21 days if a court order is sought. If this time elapses and no order is sought, your company’s auditor has a further seven days to send a copy of the statement to Companies House.
If your court application is successfully made, your company must inform everyone entitled to receive a copy of your company accounts within 14 days of the court’s decision. On the other hand, if the court order fails, your auditor’s statement must be circulated within the same time frame. Concurrently, you must also inform your auditor of the court’s decision. Subsequently, your auditor has a further seven days to deliver a copy of the statement to Companies House.
The auditor statement of circumstances is a separate document to that of your confirmation statement. It does not affect your confirmation statement.
Auditor resigns from office before the end of the term, he/she would have to give written notice to your company. Thus, your Auditor’s appointment will end on the date when the notice was deposited at your company’s registered office. If your auditor specifies at a later date then that would the date of their official resignation.
For this purpose, it is imperative you have access to posts sent to your registered office and act promptly. Remember to notify Companies House if you would like to change your registered office address. In this case, you must complete and deliver the form AD01 to Companies House.
Statement of circumstances
Your auditor resigns from the office will only be effective if he/she provides a statement of circumstances. The statement must include details of any relevant circumstances relating to their resignation that should be brought to the attention of the shareholders or creditors.
In the event your auditor has no circumstances to report, the statement must state this fact. Once your company has received your Auditor’s notice, you must deliver a copy of it to Companies House.
Auditor request to call for extraordinary general meeting
On the other hand, your Auditor may also request that your company to call an extraordinary general meeting to consider the circumstances connected with their resignation. He/she could make such request by depositing a signed requisition with their resignation. Subsequently, you are to arrange the meeting within 21 days. The meeting must be for a date within 28 days of it being convened. Total length of the process is 49 days. Failure to do so will render your directors liable to a fine.
Auditor’s written statement
Your auditor may also request you to send their written statement relating to the resignation to all shareholders prior to the extraordinary meeting. The statement may also be sent prior to the general meeting at which your auditor’s term of office would have expired or where a replacement auditor is to be appointed. Your auditor also has the right to attend and be heard at either of these meetings.
If the statement received is too late to be included in the notice to the general meeting, your auditor can request the statement to be read out at the meeting.
If your auditor does not seek reappointment after the end of term at the general meeting then this does not constitute a resignation. Thus, your auditor do not require to deposit a notice at your company’s registered office. However, your auditor must still provide a statement of circumstances.