Appointment Of Auditor Resolution Template for Hong Kong

When your Hong Kong company needs to appoint or reappoint an auditor, you must prepare an Appointment Of Auditor Resolution to comply with the Companies Ordinance (Cap. 622). This formal document records your company's decision to engage a qualified auditor and ensures you meet Hong Kong's statutory requirements for annual auditing.

When do you need this document?

You need this resolution when appointing an auditor for the first time after incorporation, reappointing your current auditor for another term, or replacing your existing auditor. The resolution is typically prepared before your Annual General Meeting where shareholders vote on the appointment, or during board meetings when directors exercise their appointment powers under specific circumstances. You'll also need this document when filling a casual vacancy if your auditor resigns mid-term or when changing audit firms due to performance issues or cost considerations.

Key legal considerations

Your appointed auditor must be a qualified certified public accountant registered with the Hong Kong Institute of Certified Public Accountants (HKICPA). The resolution must specify the auditor's term of appointment, which typically runs until the next Annual General Meeting, and outline their remuneration or the method for determining fees. You must ensure the auditor is independent and has no disqualifying relationships with your company, such as being a director, employee, or business partner. The document should include provisions for the auditor's rights to access company records, attend general meetings, and receive notices of meetings where audit matters are discussed.

Legal requirements in Hong Kong

Under Hong Kong law, every company must appoint an auditor within three months of incorporation unless exempt under the Companies Ordinance. The resolution must be passed by ordinary resolution at a general meeting, though directors may appoint auditors in certain circumstances such as filling casual vacancies. You must file the auditor's details with the Companies Registry using Form NAA1 within 15 business days of appointment. The appointed auditor must provide written consent to act and confirm their professional qualifications. Your company must also ensure compliance with the Professional Accountants Ordinance (Cap. 50) regarding the auditor's professional conduct and independence requirements. If you're removing an existing auditor, you must follow specific procedures including giving proper notice and allowing the outgoing auditor to make representations to shareholders.