Resignation of an auditor of a public company

This is Information Sheet 65 (INFO 65). It is for auditors of public companies who wish to resign from office under the Corporations Act 2001 (Corporations Act).

It explains:

• when we will consent to an auditor’s resignation
• how and when to lodge an application
• the procedure after you have applied for consent
• why some applications are not assessed
• when applications are not required

Directors and audit committees of public companies play an important role in ensuring auditor independence, audit quality and the rights of members to decide on the appointment of an incoming auditor at an annual general meeting.

Detailed guidance on how we apply the provisions of the Corporations Act relating to the resignation of public company auditors is in Regulatory Guide 26 Resignation, removal and replacement of auditors (RG 26), particularly RG 26.50–RG 26.64.

When we will consent to an auditor’s resignation

In general, we will consent to your resignation as an auditor of a public company to take effect at any time of the year if:

• our criteria for consent are satisfied (see RG 26.17)
• all relevant supporting information is provided with the application (see RG 26.53 and RG 26.57)
• where relevant disclosure is made to ASIC and the market or to members (as applicable) (see RG 26.59–RG 26.60).

However, we will generally not consent to your resignation as an auditor at any time of the year if:

• concerns are raised by you about a disagreement with the management or directors of the public company (see RG 26.22–RG 26.27), and/or
• other evidence indicates that we should not provide our consent, including the outgoing auditor being made aware that their resignation may be connected with ‘opinion shopping’ (see RG 26.18–RG 26.21).

We will decide whether to consent to a resignation on the merits of each application.

The resignation of an auditor of a public company can only take effect on whichever of the following dates occurs last:

• the day specified in the notice of resignation
• the day on which we give consent, or
• the day fixed by us for this purpose under section 329(8) (e.g. if disclosure is required as a condition of our consent).

How and when to lodge an application

An Application for ASIC consent to resign as an auditor of a public company can be submitted through the ASIC Regulatory Portal at any time of the year, subject to the requirements in RG 26. The auditor continues to hold office until consent has been granted. For this reason, auditor arrangements should not be changed before our consent is received.

We do not have the power to allow a resignation to take effect before the date on which we give consent, nor can we backdate our consent. You should lodge your application within a reasonable time so we can give due consideration to the information provided and arrive at a decision.

Generally, a reasonable time is at least three weeks before the intended date of change.

The procedure after you have applied for consent

When you apply to ASIC for consent to resign, you must advise the company in writing that an application seeking ASIC’s consent to resign is being made: section 329(5).

After a decision has been reached, we will advise both you and the company in writing.

If we grant consent, you must then give written notice of your resignation to the company. This notice cannot be given to the company until after you have received our consent.

The company must lodge Form 315 Notification of resignation, removal or cessation of auditor within 14 days after receiving the notice of resignation from you: section 329(11).

Why some applications are not assessed

Our experience is that some auditors lodge applications that are either incomplete or are based on one or more misconceptions about what the Corporations Act requires.

Applications that do not sufficiently address the matters referred to in RG 26, or that are incomplete or deficient, will not be assessed by us until all relevant information is provided. In this case, we will seek correction of the deficiencies and ask for further information to support the application. See the checklist of information to be provided with your application in the appendix to RG 26.

When applications are not required

You do not need our consent to resign as auditor of a public company in the following circumstances:

• you are no longer a registered company auditor
• you were not a registered company auditor at the date of your appointment
• the company was in the process of being wound up and you cease to hold office
• you were appointed by the company’s directors on registration of the company and only hold office until the first Annual General Meeting (AGM) of the company, at which the members will either ratify the appointment or appoint a different auditor
• you were appointed by the company’s directors to fill a casual vacancy and only hold office until the first AGM of the company following the appointment, at which the members will either ratify the appointment or appoint a different auditor
• you were appointed to fill a vacancy following removal of a former auditor and only hold office until the first AGM of the company following the appointment, at which the members will either ratify the appointment or appoint a different auditor
• you must retire at the AGM of the company next held after the company begins to be controlled by a corporation.

You also do not need our consent to resign if you are an auditor of a proprietary company unless the company holds an Australian financial services licence. Where the company holds an Australian financial services licence, you need to lodge a Form FS08 Application for consent from ASIC to resign as an auditor of an Australian financial services licensee.

Where can I get more information?

Download RG 26 Resignation, removal and replacement of auditors.

Call ASIC on 1300 300 630.

Submit a question online at www.asic.gov.au/question.

Important notice

Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. We encourage you to seek your own professional advice to find out how the applicable laws apply to you, as it is your responsibility to determine your obligations.

You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your particular circumstances must be taken into account when determining how the law applies to you.