To appoint or re-appoint an auditor the members of a company must pass an Ordinary Resolution, subject to the provisions of the articles of association.

This Ordinary Resolution – Appoint an Auditor template shall be used in order for the members of a private limited company or a public company to appoint or re-appoint an auditor. 

An auditor of a private limited company or a public company must be appointed for each financial year of the company unless the directors decide that audited accounts are not required.

An auditor of a private limited company can only be appointed:

• by the members;
• by the directors;
• deemed re-appointed, or
• appointed by the Secretary of State.

An auditor of a private limited company is deemed automatically re-appointed if no auditor is appointed by the end of the period for appointing auditors. On the other hand, an auditor of a public company cannot be deemed automatically re-appointed and must be re-appointed each year.

An auditor of a public company can only be appointed by:

• the members;
• the directors, or
• the Secretary of State.

N.B - Under the Companies Act 2006 a private limited company can pass members' resolutions at a general meeting of its members or by written resolution. Thus private limited companies can appoint or re-appoint an auditor by written resolution rather than at a general meeting of members. In contrast, a public company can only pass members' resolutions at a general meeting of its members.

This Ordinary Resolution – Appoint an Auditor also contains provisions for fixing an auditor remuneration.

Under the Companies Act 2006 the remuneration of an auditor appointed by the members of a company must be fixed.

Remuneration can be fixed directly by the members of a company passing an ordinary resolution, or indirectly by the members of a company passing an ordinary resolution specifying how the remuneration is to be fixed, for example by delegating the task of fixing the remuneration to the directors.

This Ordinary Resolution – Appoint an Auditor is in Microsoft Word format, written in plain English, easy to use and edit.