Corporations Act. Australia
1 month after the vacancy occurs, appoint an auditor to fill the vacancy unless the company at a general meeting has appointed an auditor to fill the vacancy.
(2) An auditor appointed under subsection (1) holds office, subject to this Part, until the company’s next AGM.
(3) A director of a public company must take all reasonable steps to comply with, or to secure compliance with, subsection (1).
327D Appointment to replace auditor removed from office
(1) This section deals with the situation in which an auditor of a company is removed from office at a general meeting in accordance with section 329.
(2) The company may at that general meeting (without adjournment), by special resolution immediately appoint an individual, firm or company as auditor of the company if a copy of the notice of nomination has been sent to the individual, firm or company under subsection 328B(3).
(3) If a special resolution under subsection (2):
(a) is not passed; or
(b) could not be passed merely because a copy of the notice of nomination has not been sent to an individual, firm or company under subsection 328B(3);
the general meeting may be adjourned and the company may, at the adjourned meeting, by ordinary resolution appoint an individual, firm or company as auditor of the company if:
(c) a member of the company gives the company notice of the nomination of the individual, firm or company for appointment as auditor; and
(d) the company receives the notice at least 14 clear days before the day to which the meeting is adjourned.
(4) The day to which the meeting is adjourned must be:
(a) not earlier than 20 days after the day of the meeting; and
(b) not later than 30 days after the day of the meeting.
(5) Subject to this Part, an auditor appointed under subsection (2) or (3) holds office until the company’s next AGM.
327E ASIC may appoint public company auditor if auditor removed but not replaced
(1) This section deals with the situation in which a public company fails to appoint an auditor under subsection 327D(2) or (3). The failure is referred to as the auditor replacement failure.
(2) The company must give ASIC written notice of the auditor replacement failure within the period of 7 days commencing on the day of the auditor replacement failure (the notification period).
(3) If the company gives ASIC the notice required by subsection (2), ASIC must appoint an auditor of the company as soon as practicable after receiving the notice. This subsection has effect subject to section 327G.
(4) If the company does not give ASIC the notice required by subsection (2), ASIC may appoint an auditor of the company at any time:
(a) after the end of the notification period; and
(b) before ASIC receives notice of the auditor replacement failure from the company.
This subsection has effect subject to section 327G.
(5) If the company:
(a) does not give ASIC the notice required by subsection (2); and
(b) gives ASIC notice of the auditor replacement failure after the end of the notification period;
ASIC must appoint an auditor of the company as soon as practicable after receiving the notice. This subsection has effect subject to section 327G.
(6) Subject to this Part, an auditor appointed under this section holds office until the company’s next AGM.
327F ASIC’s general power to appoint public company auditor
(1) ASIC may appoint an auditor of a public company if:
(a) the company does not appoint an auditor when required by this Act to do so; and
(b) a member of the company applies to ASIC in writing for the appointment of an auditor under this section.
This subsection has effect subject to section 327G.
(2) An individual, firm or company appointed as auditor of a company under subsection (1) holds office, subject to this Part, until the next AGM of the company.
327G Restrictions on ASIC’s powers to appoint public company auditor
(1) ASIC may appoint an individual, firm or company as auditor of a company under section 327E or 327F only if the individual, firm or company consents to being appointed.
(2) ASIC must not appoint an auditor of a company under section 327E or 327F if:
(a) there is another auditor of the company (the continuing auditor); and
(b) ASIC is satisfied that the continuing auditor is able to carry out the responsibilities of auditor alone; and
(c) the continuing auditor agrees to continue as auditor.
(3) ASIC must not appoint an auditor of a company under section 327E or 327F if:
(a) the company does not give ASIC the notice required by subsection 327E(2) before the end of the notification period; and
(b) ASIC has already appointed an auditor of the company under section 327E after the end of the notification period.
327H Effect on appointment of public company auditor of company beginning to be controlled by a corporation
An auditor of a public company that begins to be controlled by a corporation:
(a) must retire at the AGM of the company next held after the company begins to be controlled by the corporation unless the auditor vacates that office before then; and
(b) is, subject to this Part, eligible for re‑appointment.
This section has effect notwithstanding subsection 327B(2).
327I Remaining auditors may act during vacancy
While a vacancy in the office of auditor of a company continues, the surviving or continuing auditor or auditors (if any) may act as auditors of the company.
328A Auditor’s consent to appointment
(1) A company, the directors of a company or the responsible entity of a registered scheme must not appoint an individual, firm or company as auditor of the company unless that individual, firm or company:
(a) has consented, before the appointment, to act as auditor; and
(b) has not withdrawn that consent before the appointment is made.
For the purposes of this section, a consent, or the withdrawal of a consent, must be given by written notice to the company, the directors or the responsible entity of the scheme.
(2) A notice under subsection (1) given by a firm must be signed by a member of the firm who is a registered company auditor both:
(a) in the firm name; and
(b) in his or her own name.
(3) A notice under subsection (1) given by a company must be signed by a director or senior manager of the company both:
(a) in the company’s name; and
(b) in his or her own name.
(4) If a company, the directors of a company or the responsible entity of a registered scheme appoints an individual, firm or company as auditor of a company in contravention of subsection (1):
(a) the purported appointment does not have any effect; and
(b) the company or responsible entity, and any officer