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In force since 2026-07-16, as the publisher states.
Copy read on 2026-11-08. The page it was read from
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.
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(1) The auditor's report must state the name of the auditor and be signed and dated. (2) Where the auditor is an individual, the report must be signed by him. (3) Where the auditor is a firm, the report must be signed by the senior statutory auditor in his own name, for and on behalf of the auditor. (4) Where more than one person is appointed as auditor, the report must be signed by all those appointed.
Propose a change(1) The senior statutory auditor means the individual identified by the firm as senior statutory auditor in relation to the audit in accordance with— (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) ... any relevant guidance issued by— (i) the Secretary of State, or (ii) a body appointed by order of the Secretary of State. (2) The person identified as senior statutory auditor must be eligible for appointment as auditor of the company in question (see Chapter 2 of Part 42 of this Act). (3) The senior statutory auditor is not, by reason of being named or identified as senior statutory auditor or by reason of his having signed the auditor's report, subject to any civil liability to which he would not otherwise be subject. (4) An order appointing a body for the purpose of subsection (1)(b)(ii) is subject to negative resolution procedure.
Propose a change(1) Every copy of the auditor's report that is published by or on behalf of the company must— (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or (b) if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section. (1A) If more than one person is appointed as auditor, the reference in subsection (1)(a) to the name of the auditor is to be read as a reference to the names of all the auditors. (2) For the purposes of this section a company is regarded as publishing the report if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it. (3) If a copy of the auditor's report is published without the statement required by this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
Propose a change(1) An auditor’s name and, where the auditor is a firm, the name of the person who signed the report as senior statutory auditor, may be omitted from— (a) published copies of the report, and (b) the copy of the report delivered to the registrar under Chapter 10 of Part 15 (filing of accounts and reports), if the following conditions are met. (2) The conditions are that the company— (a) considering on reasonable grounds that statement of the name would create or be likely to create a serious risk that the auditor or senior statutory auditor, or any other person, would be subject to violence or intimidation, has resolved that the name should not be stated, and (b) has given notice of the resolution to the Secretary of State, stating— (i) the name and registered number of the company, (ii) the financial year of the company to which the report relates, and (iii) the name of the auditor and (where the auditor is a firm) the name of the person who signed the report as senior statutory auditor.
Propose a change(1) A person to whom this section applies commits an offence if he knowingly or recklessly causes a report under section 495 (auditor's report on company's annual accounts) to include any matter that is misleading, false or deceptive in a material particular. (2) A person to whom this section applies commits an offence if he knowingly or recklessly causes such a report to omit a statement required by— (a) section 498(2)(b) (statement that company's accounts do not agree with accounting records and returns), (b) section 498(3) (statement that necessary information and explanations not obtained), or (c) section 498(5) (statement that directors wrongly took advantage of exemption from obligation to prepare group accounts). (3) This section applies to— (a) where the auditor is an individual, that individual and any employee or agent of his who is eligible for appointment as auditor of the company; (b) where the auditor is a firm, any director, member, employee or agent of the firm who is eligible for appointment as auditor of the company. (4) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum.
Propose a change(1) The Secretary of State may issue guidance for the purpose of helping relevant regulatory and prosecuting authorities to determine how they should carry out their functions in cases where behaviour occurs that— (a) appears to involve the commission of an offence under section 507 (offences in connection with auditor's report), and (b) has been, is being or may be investigated— (i) pursuant to arrangements under paragraph 15 of Schedule 10 (investigation of complaints against auditors and supervisory bodies), or (ii) by the competent authority under the Statutory Auditors and Third Country Auditors Regulations 2016. (2) The Secretary of State must obtain the consent of the Attorney General before issuing any such guidance. (3) In this section “relevant regulatory and prosecuting authorities” means— (a) supervisory bodies within the meaning of Part 42 of this Act, (b) bodies to which the Secretary of State may make grants under section 16(1) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (bodies concerned with accounting standards etc), (c) the Director of the Serious Fraud Office, (d) the Director of Public Prosecutions or the Director of Public Prosecutions for Northern Ireland, and (e) the Secretary of State. (4) This section does not apply to Scotland.
Propose a change(1) The Lord Advocate may issue guidance for the purpose of helping relevant regulatory authorities to determine how they should carry out their functions in cases where behaviour occurs that— (a) appears to involve the commission of an offence under section 507 (offences in connection with auditor's report), and (b) has been, is being or may be investigated— (i) pursuant to arrangements under paragraph 15 of Schedule 10 (investigation of complaints against auditors and supervisory bodies), or (ii) by the competent authority under the Statutory Auditors and Third Country Auditors Regulations 2016. (2) The Lord Advocate must consult the Secretary of State before issuing any such guidance. (3) In this section “relevant regulatory authorities” means— (a) supervisory bodies within the meaning of Part 42 of this Act, (b) bodies to which the Secretary of State may make grants under section 16(1) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (bodies concerned with accounting standards etc), and (c) the Secretary of State. (4) This section applies only to Scotland.
Propose a change(1) The members of a company may remove an auditor from office at any time. (2) This power is exercisable only— (a) by ordinary resolution at a meeting, and (b) in accordance with section 511 (special notice of resolution to remove auditor). (3) Nothing in this section is to be taken as depriving the person removed of compensation or damages payable to him in respect of the termination— (a) of his appointment as auditor, or (b) of any appointment terminating with that as auditor. (4) An auditor may not be removed from office before the expiration of his term of office except— (a) by resolution under this section, or (b) in accordance with section 511A.
Propose a change(1) Special notice is required for a resolution at a general meeting of a company removing an auditor from office. (2) On receipt of notice of such an intended resolution the company must immediately send a copy of it to the auditor proposed to be removed. (3) The auditor proposed to be removed may make with respect to the intended resolution representations in writing to the company (not exceeding a reasonable length) and request their notification to members of the company. (4) The company must (unless the representations are received by it too late for it to do so)— (a) in any notice of the resolution given to members of the company, state the fact of the representations having been made, and (b) send a copy of the representations to every member of the company to whom notice of the meeting is or has been sent. (5) If a copy of any such representations is not sent out as required because received too late or because of the company's default, the auditor may (without prejudice to his right to be heard orally) require that the representations be read out at the meeting. (6) Copies of the representations need not be sent out and the representations need not be read at the meeting if, on the application either of the company or of any other person claiming to be aggrieved, the court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter. The court may order the company's costs (in Scotland, expenses) on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.
Propose a change(1) This section applies only to a public interest company. (2) The competent authority may apply to the court for an order removing an auditor of a company from office if the authority considers that there are proper grounds for removing the auditor from office. (3) The members of a company may apply to the court for an order removing an auditor of the company from office if the applicant or applicants consider that there are proper grounds for removing the auditor from office. (4) If the court is satisfied, on hearing an application under subsection (2), that there are proper grounds for removing the auditor from office, it may make an order removing the auditor from office. (5) If the court is satisfied, on hearing an application under subsection (3), that— (a) the applicants represent in total— (i) not less than 5% of the voting rights of all the members having a right to vote at a general meeting of the company, or (ii) not less than 5% in nominal value of the company’s share capital, and (b) there are proper grounds for removing the auditor from office, the court may make an order removing the auditor from office. (6) For the purposes of this section, divergence of opinions on accounting treatments or audit procedures are not to be taken to be proper grounds for removing an auditor from office. (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Propose a change(1) An auditor who has been removed by resolution under section 510 or by order of the court under section 511A has, notwithstanding his removal, the rights conferred by section 502(2) in relation to any general meeting of the company— (a) at which his term of office would otherwise have expired, or (b) at which it is proposed to fill the vacancy caused by his removal. (2) In such a case the references in that section to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.
Propose a change(1) This section applies where a resolution is proposed as a written resolution of a private company whose effect would be to appoint a person as auditor in place of a person (the “outgoing auditor”) who, at the time the resolution is proposed, is an auditor of the company and who is to cease to hold office at the end of a period for appointing auditors. But this section does not apply if the auditor is to cease to hold office by virtue of section 510 , 511A or 516. (2) This section also applies where a resolution is proposed as a written resolution of a private company whose effect would be to appoint a person as auditor where, at the time the resolution is proposed, the company does not have an auditor and the person proposed to be appointed is not a person (the “outgoing auditor”) who was an auditor of the company when the company last had an auditor. But this is subject to subsection (2A). (2A) This section does not apply (by virtue of subsection (2)) if— ” (a) a period for appointing auditors has ended since the outgoing auditor ceased to hold office, (b) the outgoing auditor ceased to hold office by virtue of section 510 , 511A or 516, or (c) the outgoing auditor has previously had the opportunity to make representations with respect to a proposed resolution under subsection (4) of this section or an intended resolution under section 515(4). (3) Where this section applies, the company must send a copy of the proposed resolution to the person proposed to be appointed and to the outgoing auditor. (4) The outgoing auditor may, within 14 days after receiving the notice, make with respect to the proposed resolution representations in writing to the company (not exceeding a reasonable length) and request their circulation to members of the company. (5) The company must circulate the representations together with the copy or copies of the resolution circulated in accordance with section 291 (resolution proposed by directors) or section 293 (resolution proposed by members). (6) Where subsection (5) applies— (a) the period allowed under section 293(3) for service of copies of the proposed resolution is 28 days instead of 21 days, and (b) the provisions of section 293(5) and (6) (offences) apply in relation to a failure to comply with that subsection as in relation to a default in complying with that section. (7) Copies of the representations need not be circulated if, on the application either of the company or of any other person claiming to be aggrieved, the court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter. The court may order the company's costs (in Scotland, expenses) on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application. (8) If any requirement of this section is not complied with, the resolution is ineffective.
Propose a change(1) Special notice is required for a resolution at a general meeting of a private company whose effect would be to appoint a person as auditor in place of a person (the “outgoing auditor”) who, at the time the notice is given, is an auditor of the company and who is to cease to hold office at the end of a period for appointing auditors. But special notice is not required under this subsection if the auditor is to cease to hold office by virtue of section 510 , 511A or 516. (1A) Special notice is required for a resolution at a general meeting of a public company whose effect would be to appoint a person as auditor in place of a person (the “outgoing auditor”) who, at the time the notice is given, is an auditor of the company and who is to cease to hold office at the end of an accounts meeting. But special notice is not required under this subsection if the auditor is to cease to hold office by virtue of section 510 , 511A or 516. (2) Special notice is required for a resolution at a general meeting of a company whose effect would be to appoint a person as auditor where, at the time the notice is given, the company does not have an auditor and the person proposed to be appointed is not a person (the “outgoing auditor”) who was an auditor of the company when the company last had an auditor. But this is subject to subsection (2A). (2A) Special notice is not required under subsection (2) if— (a) a period for appointing auditors has ended or (as the case may be) an accounts meeting of the company has been held since the outgoing auditor ceased to hold office, (b) the outgoing auditor ceased to hold office by virtue of section 510 , 511A or 516, or (c) the outgoing auditor has previously had the opportunity to make representations with respect to an intended resolution under subsection (4) of this section or a proposed resolution under section 514(4). (3) On receipt of notice of ... an intended resolutionmentioned in subsection (1), (1A) or (2) the company shall forthwith send a copy of it to the person proposed to be appointed and to the outgoing auditor. (4) The outgoing auditor may make with respect to the intended resolution representations in writing to the company (not exceeding a reasonable length) and request their notification to members of the company. (5) The company must (unless the representations are received by it too late for it to do so)— (a) in any notice of the resolution given to members of the company, state the fact of the representations having been made, and (b) send a copy of the representations to every member of the company to whom notice of the meeting is or has been sent. (6) If a copy of any such representations is not sent out as required because received too late or because of the company's default, the outgoing auditor may (without prejudice to his right to be heard orally) require that the representations be read out at the meeting. (7) Copies of the representations need not be sent out and the representations need not be read at the meeting if, on the application either of the company or of any other person claiming to be aggrieved, the court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter. The court may order the company's costs (in Scotland, expenses) on the application to be paid in whole or in part by the outgoing auditor, notwithstanding that he is not a party to the application.
Propose a change(1) An auditor of a company may resign his office by sending a notice to that effect to the company. (2) Where the company is a public interest company, the notice is not effective unless it is accompanied by the statement required by section 519. (3) An effective notice of resignation operates to bring the auditor's term of office to an end as of the date on which the notice is received or on such later date as may be specified in it.
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Propose a change(1) This section applies where an auditor's (A's) notice of resignation is accompanied by a statement under section 519 except where—. (a) the company is a non-public interest company, and (b) the statement includes a statement to the effect that A considers that none of the reasons for A's ceasing to hold office, and no matters (if any) connected with A's ceasing to hold office, need to be brought to the attention of members or creditors of the company (as required by section 519(3B)). (2) He may send with the notice an authenticated requisition calling on the directors of the company forthwith duly to convene a general meeting of the company for the purpose of receiving and considering such explanation of the reasons for, and matters connected with, his resignation as he may wish to place before the meeting. (3) He may request the company to circulate to its members— (a) before the meeting convened on his requisition, or (b) before any general meeting at which his term of office would otherwise have expired or at which it is proposed to fill the vacancy caused by his resignation, a statement in writing (not exceeding a reasonable length) of the reasons for, and matters connected with, his resignation. (4) The company must (unless the statement is received too late for it to comply)— (a) in any notice of the meeting given to members of the company, state the fact of the statement having been made, and (b) send a copy of the statement to every member of the company to whom notice of the meeting is or has been sent. (5) The directors must within 21 days from the date on which the company receives a requisition under this section proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given. (6) If default is made in complying with subsection (5), every director who failed to take all reasonable steps to secure that a meeting was convened commits an offence. (7) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction to a fine not exceeding the statutory maximum. (8) If a copy of the statement mentioned above is not sent out as required because received too late or because of the company's default, the auditor may (without prejudice to his right to be heard orally) require that the statement be read out at the meeting. (9) Copies of a statement need not be sent out and the statement need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter. The court may order the company's costs (in Scotland, expenses) on such an application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application. (10) An auditor who has resigned has, notwithstanding his resignation, the rights conferred by section 502(2) in relation to any such general meeting of the company as is mentioned in subsection (3)(a) or (b) above. In such a case the references in that section to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.
Propose a change(1) An auditor of a public interest company who is ceasing to hold office (at any time and for any reason) must send to the company a statement of the reasons for doing so. (2) An auditor (“A”) of a non-public interest company who is ceasing to hold office must send to the company a statement of the reasons for doing so unless A satisfies the first or second condition. (2A) The first condition is that A is ceasing to hold office— (a) in the case of a private company, at the end of a period for appointing auditors; (b) in the case of a public company, at the end of an accounts meeting. (2B) The second condition is that— (a) A's reasons for ceasing to hold office are all exempt reasons (as to which see section 519A(3)), and (b) there are no matters connected with A's ceasing to hold office that A considers need to be brought to the attention of members or creditors of the company. (3) A statement under this section must include— (a) the auditor's name and address; (b) the number allocated to the auditor on being entered in the register of auditors kept under section 1239; (c) the company's name and registered number. (3A) Where there are matters connected with an auditor's ceasing to hold office that the auditor considers need to be brought to the attention of members or creditors of the company, the statement under this section must include details of those matters. (3B) Where— (a) an auditor (“A”) of a non-public interest company is required by subsection (2) to send a statement, and (b) A considers that none of the reasons for A's ceasing to hold office, and no matters (if any) connected with A's ceasing to hold office, need to be brought to the attention of members or creditors of the company, A's statement under this section must include a statement to that effect. (4) A statement under this section must be sent— (a) in the case of resignation, along with the notice of resignation; (b) in the case of failure to seek re-appointment, not less than 14 days before the end of the time allowed for next appointing an auditor; (c) in any other case, not later than the end of the period of 14 days beginning with the date on which he ceases to hold office. (5) A person ceasing to hold office as auditor who fails to comply with this section commits an offence. (6) In proceedings for such an offence it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (7) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (8) Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose— (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and (b) if the body is a company, any shadow director is treated as an officer of the company.
Propose a change(1) In this Chapter— “public interest company” means a company which is— an issuer whose transferable securities are admitted to trading on a UK regulated market; a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation; or a person who would be an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before IP completion day, were the United Kingdom a member State; (2) For the purposes of the definition of “public interest company”— “issuer” has the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (see section 102A(6)); ... ... (3) In the application of this Chapter to an auditor (“A”) of a company ceasing to hold office, the following are “exempt reasons”— (a) A is no longer to carry out statutory audit work within the meaning of Part 42 (see section 1210(1)); (b) the company is, or is to become, exempt from audit under section 477, 479A or 480, or from the requirements of this Part under section 482, and intends to include in its balance sheet a statement of the type described in section 475(2); (c) the company is a subsidiary undertaking of a parent undertaking that is incorporated in the United Kingdom and— (i) the parent undertaking prepares group accounts, and (ii) A is being replaced as auditor of the company by the auditor who is conducting, or is to conduct, an audit of the group accounts; (d) the company is being wound up under Part 4 of the Insolvency Act 1986 or Part 5 of the Insolvency (Northern Ireland) Order 1989 ( S.I. 1989/2405 (N.I. 19)), whether voluntarily or by the court, or a petition under Part 4 of that Act or Part 5 of that Order for the winding up of the company has been presented and not finally dealt with or withdrawn. (4) But the reason described in subsection (3)(c) is only an exempt reason if the auditor who is conducting, or is to conduct, an audit of the group accounts is also conducting, or is also to conduct, the audit (if any) of the accounts of each of the subsidiary undertakings (of the parent undertaking) that is incorporated in the United Kingdom and included in the consolidation. (5) The Secretary of State may by order amend the definition of “public interest company” in subsection (1). (6) An order under subsection (5) is subject to negative resolution procedure.
Propose a change(1) This section applies where a company receives from an auditor (“A”) who is ceasing to hold office a statement under section 519 except where— (a) the company is a non-public interest company, and (b) the statement includes a statement to the effect that A considers that none of the reasons for A's ceasing to hold office, and no matters (if any) connected with A's ceasing to hold office, need to be brought to the attention of members or creditors of the company (as required by section 519(3B)). (2) Where this section applies, the company must within 14 days of the receipt of the statement either— (a) send a copy of it to every person who under section 423 is entitled to be sent copies of the accounts, or (b) apply to the court. (3) If it applies to the court, the company must notify the auditor of the application. (4) If the court is satisfied that the auditor is using the provisions of section 519 to secure needless publicity for defamatory matter— (a) it shall direct that copies of the statement need not be sent out, and (b) it may further order the company's costs (in Scotland, expenses) on the application to be paid in whole or in part by the auditor, even if he is not a party to the application. The company must within 14 days of the court's decision send to the persons mentioned in subsection (2)(a) a statement setting out the effect of the order. (5) If no such direction is made the company must send copies of the statement to the persons mentioned in subsection (2)(a) within 14 days of the court's decision or, as the case may be, of the discontinuance of the proceedings. (6) In the event of default in complying with this section an offence is committed by every officer of the company who is in default. (7) In proceedings for such an offence it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (8) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum.
Propose a change(A1) This section applies where an auditor (“A”) of a company sends a statement to the company under section 519 except where— (a) the company is a non-public interest company, and (b) the statement includes a statement to the effect that A considers that none of the reasons for A's ceasing to hold office, and no matters (if any) connected with A's ceasing to hold office, need to be brought to the attention of members or creditors of the company (as required by section 519(3B)). (1) Where this section applies, unless within 21 days beginning with the day on which he sent the statement under section 519 the auditor receives notice of an application to the court under section 520, he must within a further seven days send a copy of the statement to the registrar. (2) If an application to the court is made under section 520 and the auditor subsequently receives notice under subsection (5) of that section, he must within seven days of receiving the notice send a copy of the statement to the registrar. (3) An auditor who fails to comply with subsection (1) or (2) commits an offence. (4) In proceedings for such an offence it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (5) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (6) Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose— (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and (b) if the body is a company, any shadow director is treated as an officer of the company.
Propose a change(1) Where an auditor of a company sends a statement under section 519, the auditor must at the same time send a copy of the statement to the appropriate audit authority. (5) A person ceasing to hold office as auditor who fails to comply with this section commits an offence. (6) If that person is a firm an offence is committed by— (a) the firm, and (b) every officer of the firm who is in default. (7) In proceedings for an offence under this section it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (8) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum.
Propose a change(1) This section applies if an auditor is ceasing to hold office— (a) in the case of a private company, at any time other than at the end of a period for appointing auditors; (b) in the case of a public company, at any time other than at the end of an accounts meeting. (1A) But this section does not apply if the company reasonably believes that the only reasons for the auditor's ceasing to hold office are exempt reasons (as to which see section 519A(3)). (2) Where this section applies, the company must give notice to the appropriate audit authority that the auditor is ceasing to hold office. (2A) The notice is to take the form of a statement by the company of what the company believes to be the reasons for the auditor's ceasing to hold office and must include the information listed in section 519(3). This is subject to subsection (2C). (2B) Subsection (2C) applies where— (a) the company receives a statement from the auditor under section 519, (b) the statement is sent at the time required by section 519(4), and (c) the company agrees with the contents of the statement. (2C) Where this subsection applies, the notice may instead take the form of a copy of the statement endorsed by the company to the effect that it agrees with the contents of the statement. (3) A notice under this section must be given within the period of 28 days beginning with the day on which the auditor ceases to hold office. (4) If a company fails to comply with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (5) In proceedings for such an offence it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (6) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum.
Propose a change(1) Where the appropriate audit authority receives a statement under section 522 or a notice under section 523, the authority may forward to the accounting authorities— (a) a copy of the statement or notice, and (b) any other information the authority has received from the auditor or the company concerned in connection with the auditor's ceasing to hold office. (2) The accounting authorities are— (a) the Secretary of State, and (b) any person authorised by the Secretary of State for the purposes of section 456 (revision of defective accounts: persons authorised to apply to court). (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) If the court has made an order under section 520(4) directing that copies of the statement need not be sent out by the company, sections 460 and 461 (restriction on further disclosure) apply in relation to the copies sent to the accounting authorities as they apply to information obtained under section 459 (power to require documents etc).
Propose a change(1) In sections 522, 523 and 524 “appropriate audit authority” means— (a) in relation to an auditor of a public interest company (other than an Auditor General)— (i) the Secretary of State, or (ii) if the Secretary of State has delegated functions under section 1252 to a body whose functions include receiving the statement or notice in question, that body; (a) in the case of a major audit (other than one conducted by an Auditor General), the Financial Reporting Council Limited; (b) in relation to an auditor of a non-public interest company (other than an Auditor General), the relevant supervisory body. (c) in relation to an Auditor General, the Independent Supervisor. “Supervisory body” and “Independent Supervisor” have the same meaning as in Part 42 (statutory auditors) (see sections 1217 and 1228). (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a changeIf an auditor ceases to hold office for any reason, any surviving or continuing auditor or auditors may continue to act.
Propose a change(1) The members of a quoted company may require the company to publish on a website a statement setting out any matter relating to— (a) the audit of the company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the next accounts meeting, or (b) any circumstances connected with an auditor of the company ceasing to hold office since the previous accounts meeting, that the members propose to raise at the next accounts meeting of the company. (2) A company is required to do so once it has received requests to that effect from— (a) members representing at least 5% of the total voting rights of all the members who have a relevant right to vote (excluding any voting rights attached to any shares in the company held as treasury shares), or (b) at least 100 members who have a relevant right to vote and hold shares in the company on which there has been paid up an average sum, per member, of at least £100. See also section 153 (exercise of rights where shares held on behalf of others). (3) In subsection (2) a “relevant right to vote” means a right to vote at the accounts meeting. (4) A request— (a) may be sent to the company in hard copy or electronic form, (b) must identify the statement to which it relates, (c) must be authenticated by the person or persons making it, and (d) must be received by the company at least one week before the meeting to which it relates. (5) A quoted company is not required to place on a website a statement under this section if, on an application by the company or another person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused. (6) The court may order the members requesting website publication to pay the whole or part of the company's costs (in Scotland, expenses) on such an application, even if they are not parties to the application.
Propose a change(1) The following provisions apply for the purposes of section 527 (website publication of members' statement of audit concerns). (2) The information must be made available on a website that— (a) is maintained by or on behalf of the company, and (b) identifies the company in question. (3) Access to the information on the website, and the ability to obtain a hard copy of the information from the website, must not be conditional on the payment of a fee or otherwise restricted. (4) The statement— (a) must be made available within three working days of the company being required to publish it on a website, and (b) must be kept available until after the meeting to which it relates. (5) A failure to make information available on a website throughout the period specified in subsection (4)(b) is disregarded if— (a) the information is made available on the website for part of that period, and (b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.
Propose a change(1) A quoted company must in the notice it gives of the accounts meeting draw attention to— (a) the possibility of a statement being placed on a website in pursuance of members' requests under section 527, and (b) the effect of the following provisions of this section. (2) A company may not require the members requesting website publication to pay its expenses in complying with that section or section 528 (requirements in connection with website publication). (3) Where a company is required to place a statement on a website under section 527 it must forward the statement to the company's auditor not later than the time when it makes the statement available on the website. (4) The business which may be dealt with at the accounts meeting includes any statement that the company has been required under section 527 to publish on a website.
Propose a change(1) In the event of default in complying with (a) section 528 (requirements as to website publication), or (b) section 529 (companies' supplementary duties in relation to request for website publication), an offence is committed by every officer of the company who is in default. (2) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum.
Propose a change(1) For the purposes of this Chapter a company is a quoted company if it is a quoted company in accordance with section 385 (quoted and unquoted companies for the purposes of Part 15) in relation to the financial year to which the accounts to be laid at the next accounts meeting relate. (2) The provisions of subsections (4) to (6) of that section (power to amend definition by regulations) apply in relation to the provisions of this Chapter as in relation to the provisions of that Part.
Propose a change(1) This section applies to any provision— (a) for exempting an auditor of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company occurring in the course of the audit of accounts, or (b) by which a company directly or indirectly provides an indemnity (to any extent) for an auditor of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is auditor occurring in the course of the audit of accounts. (2) Any such provision is void, except as permitted by— (a) section 533 (indemnity for costs of successfully defending proceedings), or (b) sections 534 to 536 (liability limitation agreements). (3) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise. (4) For the purposes of this section companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
Propose a changeSection 532 (general voidness of provisions protecting auditors from liability) does not prevent a company from indemnifying an auditor against any liability incurred by him— (a) in defending proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted, or (b) in connection with an application under section 1157 (power of court to grant relief in case of honest and reasonable conduct) in which relief is granted to him by the court.
Propose a change(1) A “liability limitation agreement” is an agreement that purports to limit the amount of a liability owed to a company by its auditor in respect of any negligence, default, breach of duty or breach of trust, occurring in the course of the audit of accounts, of which the auditor may be guilty in relation to the company. (2) Section 532 (general voidness of provisions protecting auditors from liability) does not affect the validity of a liability limitation agreement that— (a) complies with section 535 (terms of liability limitation agreement) and of any regulations under that section, and (b) is authorised by the members of the company (see section 536). (3) Such an agreement— (a) is effective to the extent provided by section 537, and (b) is not subject— (i) in England and Wales or Northern Ireland, to section 2(2) or 3(2)(a) of the Unfair Contract Terms Act 1977 (c. 50); (ii) in Scotland, to section 16(1)(b) or 17(1)(a) of that Act.
Propose a change(1) A liability limitation agreement— (a) must not apply in respect of acts or omissions occurring in the course of the audit of accounts for more than one financial year, and (b) must specify the financial year in relation to which it applies. (2) The Secretary of State may by regulations— (a) require liability limitation agreements to contain specified provisions or provisions of a specified description; (b) prohibit liability limitation agreements from containing specified provisions or provisions of a specified description. “Specified” here means specified in the regulations. (3) Without prejudice to the generality of the power conferred by subsection (2), that power may be exercised with a view to preventing adverse effects on competition. (4) Subject to the preceding provisions of this section, it is immaterial how a liability limitation agreement is framed. In particular, the limit on the amount of the auditor's liability need not be a sum of money, or a formula, specified in the agreement. (5) Regulations under this section are subject to negative resolution procedure.
Propose a change(1) A liability limitation agreement is authorised by the members of the company if it has been authorised under this section and that authorisation has not been withdrawn. (2) A liability limitation agreement between a private company and its auditor may be authorised— (a) by the company passing a resolution, before it enters into the agreement, waiving the need for approval, (b) by the company passing a resolution, before it enters into the agreement, approving the agreement's principal terms, or (c) by the company passing a resolution, after it enters into the agreement, approving the agreement. (3) A liability limitation agreement between a public company and its auditor may be authorised— (a) by the company passing a resolution in general meeting, before it enters into the agreement, approving the agreement's principal terms, or (b) by the company passing a resolution in general meeting, after it enters into the agreement, approving the agreement. (4) The “principal terms” of an agreement are terms specifying, or relevant to the determination of— (a) the kind (or kinds) of acts or omissions covered, (b) the financial year to which the agreement relates, or (c) the limit to which the auditor's liability is subject. (5) Authorisation under this section may be withdrawn by the company passing an ordinary resolution to that effect— (a) at any time before the company enters into the agreement, or (b) if the company has already entered into the agreement, before the beginning of the financial year to which the agreement relates. Paragraph (b) has effect notwithstanding anything in the agreement.
Propose a change(1) A liability limitation agreement is not effective to limit the auditor's liability to less than such amount as is fair and reasonable in all the circumstances of the case having regard (in particular) to— (a) the auditor's responsibilities under this Part, (b) the nature and purpose of the auditor's contractual obligations to the company, and (c) the professional standards expected of him. (2) A liability limitation agreement that purports to limit the auditor's liability to less than the amount mentioned in subsection (1) shall have effect as if it limited his liability to that amount. (3) In determining what is fair and reasonable in all the circumstances of the case no account is to be taken of— (a) matters arising after the loss or damage in question has been incurred, or (b) matters (whenever arising) affecting the possibility of recovering compensation from other persons liable in respect of the same loss or damage.
Propose a change(1) A company which has entered into a liability limitation agreement must make such disclosure in connection with the agreement as the Secretary of State may require by regulations. (2) The regulations may provide, in particular, that any disclosure required by the regulations shall be made— (a) in a note to the company's annual accounts (in the case of its individual accounts) or in such manner as is specified in the regulations (in the case of group accounts), or (b) in the directors' report. (3) Regulations under this section are subject to negative resolution procedure.
Propose a change(1) In this Part “ corporate governance statement ” means the statement required by rules 7.2.1 to 7.2.11 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority . (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) A “separate” corporate governance statement means one that is not included in the directors' report.
Propose a changeIn this Part— “e-money issuer” means— an electronic money institution, within the meaning of the Electronic Money Regulations 2011 ( S.I. 2011/99), or a person who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to carry on the activity of issuing electronic money within the meaning of article 9B of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544); . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “MiFID investment firm” means an investment firm within the meaning of Article 2(1A) of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012, other than— a company which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544), ... a company which is an exempt investment firm as defined by regulation 8 (Meaning of “exempt investment firm” in Chapter 1) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (S.I. 2017/701), and any other company which fulfils all the requirements set out in regulation 6(3) of those Regulations; “qualified”, in relation to an auditor's report (or a statement contained in an auditor's report), means that the report or statement does not state the auditor's unqualified opinion that the accounts have been properly prepared in accordance with this Act or, in the case of an undertaking not required to prepare accounts in accordance with this Act, under any corresponding legislation under which it is required to prepare accounts; “turnover”, in relation to a company, means the amounts derived from the provision of goods and services falling within the company's ordinary activities, after deduction of— trade discounts, value added tax, and any other taxes based on the amounts so derived; “UCITS management company” has the meaning given by the Glossary forming part of the Handbook made by the Financial Conduct Authority under the Financial Services and Markets Act 2000.
Propose a change