Appointment Of Auditor Board Resolution Template for Australia

When your company needs to appoint or change its external auditor, you must execute an Appointment of Auditor Board Resolution. This formal board document is not just good corporate governance—it's a legal requirement under Australian law for companies that must have their financial statements audited. The resolution creates an official record of your board's decision and ensures compliance with the Corporations Act 2001.

When do you need this document?

You'll need this resolution when appointing your company's first auditor, replacing an existing auditor, or reappointing an auditor after their term expires. Public companies must appoint an auditor within one month of registration, while proprietary companies that meet the large company criteria under section 45A of the Corporations Act must also have an auditor. Listed companies face additional requirements under ASX Listing Rules for auditor appointments. If your current auditor resigns, is removed, or becomes ineligible to act, you must promptly appoint a replacement through this formal board resolution process.

Key legal considerations

Your appointed auditor must meet strict independence and qualification requirements under the Corporations Act. They must be registered with ASIC as a company auditor and cannot have any relationships with your company that could compromise their independence. The resolution should include the auditor's written consent to act, confirmation of their qualifications, and details of their registration number. You must also consider rotation requirements—lead audit partners must rotate off the engagement every five years for listed companies. If replacing an auditor, you may need to provide reasons for the change and ensure proper handover procedures are followed.

Legal requirements in Australia

Under the Corporations Act 2001, your board resolution must be properly minuted and kept in your company's records. The appointment becomes effective when the resolution is passed, but for public companies, shareholders must ratify the appointment at the next annual general meeting unless the auditor was appointed to fill a casual vacancy. You must notify ASIC of the appointment within 28 days using Form 484, and the auditor must also lodge their consent with ASIC. The resolution should specify the auditor's term of appointment and remuneration arrangements. For listed companies, additional ASX requirements apply, including disclosure obligations and specific timing requirements for auditor appointments.