Sec 276: Resolution to Remove auditor from office

Section Situation / Requirement:

Section 276 

Members may remove the auditor at any time by ordinary resolution at a general meeting (removal before term expiry is only via this section).

Section 277 (1) 

A special notice is required for a resolution to remove the auditor.

Section 277 (2)

Upon receiving the special notice, the company must send a copy immediately to the auditor proposed to be removed and to the Registrar.

Section 277(3)–(5) 

The auditor may submit a written representation (within 7 days) and request it be circulated to members or read at the meeting if not circulated; the auditor also has a right to be heard.

Section 277 (6) 

A court may order that the representation need not be circulated/read if it’s defamatory or for needless publicity.

Section 278(1)–(2) 

If the removal resolution passes, the company must notify the Registrar within 14 days (offence if not done).

Section 280 

Appointing a replacement at a meeting: special notice is needed in certain cases (e.g., no AGM yet since the outgoing auditor ceased due to removal).

Section 297(2)(b) 

Cannot remove an auditor by written resolution; such a resolution must be at a meeting.

The common situations (practical grounds) where members decide to remove an auditor, plus the legal route under CA 2016:

Typical situations to remove an auditor

• Loss of independence / conflict of interest (e.g., relationships, services, or indebtedness raising independence concerns)
• Quality or timeliness issues (e.g., repeated delays, significant deficiencies in audit work, persistent review findings)
• Scope/fee disputes (irreconcilable disagreements about scope, materiality, or fees)
• Persistent communication breakdown with the Audit Committee/Board
• Regulatory or disciplinary issues affecting the auditor’s fitness (e.g., sanctions)
• Change in ownership/strategy (company prefers a different firm with industry fit or global network)
• Rotation policy adopted by the company (governance decision to change auditors periodically).

Legally, members may remove an auditor “at any time” by ordinary resolution with special notice—they don’t need to prove cause; the items above are practical triggers.

What the law requires (you must follow this process)

1. Power to remove: Members may remove an auditor by ordinary resolution at a general meeting, and only via this route. CAIRR
2. Special notice: A special notice is required for the removal resolution; on receipt, the company must immediately send a copy to the auditor and to the Registrar (SSM). CAIRR
3. Auditor’s rights: The auditor can send a written representation to be circulated to members (or read out at the meeting); the Court can disallow if abusive/defamatory. CAIRR
4. Post-resolution filing: If the resolution passes, the company must notify the Registrar within 14 days. CAIRR
5. Term & compensation: An auditor cannot be removed before term-end except via this process, and removal doesn’t affect any compensation/damages due for termination. CAIRR