Ireland · Financial statements, the annual return and audit

Appointing the statutory auditor, fixing remuneration, removal and resignation

the Companies Act 2014 · sections 380 to 385 and 395 to 402

Removal runs on extended notice and companies underestimate what that means. For the purposes of section 396, extended notice comprises the requirements section 396(2) lists, including that the company be given not less than the period section 396(2)(a) states by the person proposing the resolution, and that, on receipt of notice of the intended resolution, the company do the things section 396(2)(b) requires. Missing any one of them invalidates the resolution rather than delaying it.

Resignation carries its own consequences. Where a notice under section 399(1)(i) is served on a company and it contains a statement of the kind the section describes, the company must, subject to section 399(4), do what section 399(3)(b) requires. A company that files the change of auditor and does nothing else has not dealt with the statement.

Sections 380 to 385 govern the appointment of statutory auditors, the term of the appointment and the fixing of remuneration. Notice of the nomination of persons for appointment must be given to the members not less than 14 days before the date of the prior meeting (section 382(3)). Where a resolution removing the statutory auditors is passed, the company must give notice of that fact in the prescribed form to the Registrar within 14 days after the date on which the resolution was passed (section 385(2)(b)).

Sections 395 to 402 govern removal and resignation, the auditor's right to make representations, the circulation of those representations, the statement of circumstances on ceasing to hold office and the notifications that follow. The auditor's rights in this run of sections are personal to the auditor, so the company cannot waive them on the auditor's behalf.

Files 63 and 64 of the IE-COMPANY package cover this situation. File 63 works through the appointment, the nomination notice, the term and the remuneration. File 64 works through removal and resignation, the extended notice given, the representations made and circulated, the statement of circumstances and the 14-day notice to the Registrar.

This situation is covered by these files from the pack IE-COMPANY

• File 63 · Appointment and remuneration of statutory auditors
• File 64 · Removal and resignation of statutory auditors

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

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