In this course · 3 of 5
Course 5
Appoint or change your auditor
5 lessons · 5 min

The short answer
Members can remove an auditor by ordinary resolution at a general meeting, after special notice. The company must send the auditor a copy of the notice and, if the resolution passes, file the prescribed notice (Form NA1) with the Registrar within 15 days.
Process (s.419)
- A resolution to remove the auditor is proposed. Special notice is required (s.578), so notice of the intention to move it must reach the company at least 28 days before the meeting. If a meeting is called for a date 28 days or less after the notice, the notice still counts as properly given (s.578(4)).
- The company sends a copy of the special notice to the auditor being removed.
- The auditor has rights to make written representations and attend and speak (Subdivision 7 of Division 5).
- If an ordinary resolution passes, the company delivers the prescribed notice to the Registrar within 15 days, starting on the day of the resolution. The Registry's FAQ identifies the form as NA1.
- A failure to file is an offence by the company and every responsible person (a level 3 fine, HK$10,000, plus HK$300 for each day the breach continues).
Other points
- Removal does not stop the auditor claiming compensation or damages for losing the office (s.420).
- The outgoing auditor must consider whether to give a statement of circumstances connected with removal, which can go to members and creditors and be filed with the Registrar (ss.424-427).
- A new auditor does not take office until the previous appointment ends (s.402(2)(a)).
Check first Make sure the articles do not add anything, such as a higher voting threshold. Also arrange the handover (s.414) so that the new auditor can see work-related information from the outgoing one.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), ss.402, 419, 420, 421-427, 578
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
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