What if my company has no auditor, or the auditor position becomes vacant?
The directors can fill a casual vacancy; if they have not done so within one month, the members can by resolution at a general meeting. If nobody is appointed, a member can apply to the Court to appoint an auditor.
Casual vacancy (s.397)
- The directors may appoint a person to fill a casual vacancy in the office of auditor.
- If the directors have not done so within one month after the vacancy arises, the members may appoint by resolution at a general meeting.
No appointment at all (s.398) A member can ask the Court to appoint the auditor for a financial year where:
- The AGM did not appoint one, or no AGM was held as required; or
- For a company that need not hold an AGM, nobody was appointed by the end of the appointment period and no one was deemed reappointed. A member can also ask the Court to appoint the first auditor, or to fill a casual vacancy, if the usual route has not been used.
Why it matters Section 394 requires an auditor for each financial year. A gap does not remove the duty; it only delays the audit and increases the risk of missing filing and tax deadlines.
What to do
- Decide on a firm and get an engagement letter.
- Appoint by director's resolution (casual vacancy) or members' resolution.
- If the outgoing auditor resigned or was removed, file the required notice with the Registrar within 15 days (see the resignation and removal answers).
- Pass on the previous auditor's workpapers information as permitted (s.414).
Take advice if members disagree and a court application looks likely.
Legal basis
- Companies Ordinance (Cap. 622), ss.394, 397, 398
Sources
Applies to 2026 · Last reviewed 29 October 2026
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.
Related questions
- What information must directors and staff give the auditor, and what if they refuse?The auditor has a right to access the company's accounting records and can require officers, employees and other related people to provide information they reasonably need. Not providing it is an offence, and so is knowingly or recklessly giving false or misleading answers.
- What happens if my Hong Kong company does not get audited?The directors are exposed to fines under the Companies Ordinance for failing to take reasonable steps to prepare compliant financial statements, and the accounts cannot be properly laid before members. IRD can also pursue the missing return. There is no separate offence for failing to appoint an auditor; the exposure arises through the accounts and filing duties.
- Does every Hong Kong limited company need an audit?Yes. Every Hong Kong company must have an auditor for each financial year and its financial statements audited, whatever its size or whether it trades. The only company that escapes is a qualifying private company that has validly become dormant under s.5 and s.447 of the Companies Ordinance.
- Do I still need an audit if my company had no revenue or no business activity?Yes, unless the company has formally become dormant. Having no sales does not make a company dormant in law. If it had any expenses, bank charges or other recorded transactions, the audit duty continues for that year.
- My company is loss-making. Do I still need to audit it?Yes. Profit or loss has no bearing on the audit requirement. A loss-making company is audited every year, and the auditor will also look closely at going concern.