Appointment Of Auditor Resolution Template for Malaysia

An Appointment Of Auditor Resolution is a fundamental corporate governance document that you need whenever your Malaysian company appoints or reappoints statutory auditors. Under the Companies Act 2016, this resolution formally establishes the legal relationship between your company and the chosen audit firm, ensuring compliance with Malaysia's stringent auditing requirements.

When do you need this document?

You'll need this resolution in several key situations throughout your company's lifecycle. Most commonly, you'll use it during your annual general meeting when reappointing existing auditors or selecting new ones for the upcoming financial year. If you're incorporating a new company, you must appoint auditors within six months of incorporation unless exempted under specific provisions. You'll also need this document when your current auditor resigns, is removed, or becomes disqualified, requiring immediate replacement to maintain statutory compliance. Listed companies face additional obligations and must ensure auditor appointments align with Bursa Malaysia requirements and the Capital Markets and Services Act 2007.

Key legal considerations

Several critical legal elements must be carefully addressed in your resolution. The appointed audit firm must be registered with the Malaysian Institute of Accountants (MIA) and hold valid practicing certificates under the Malaysian Institute of Accountants Act 1967. You need to specify the appointment period clearly, typically covering one financial year until the next annual general meeting. The resolution should address auditor remuneration, either fixing the amount or authorizing directors to determine appropriate fees. Consider potential conflicts of interest, as auditors cannot provide certain non-audit services that might compromise their independence. If replacing existing auditors, ensure proper notice procedures are followed, including obtaining required statements from outgoing auditors about circumstances surrounding their departure.

Legal requirements in Malaysia

Malaysian law imposes strict compliance obligations for auditor appointments that you must carefully observe. Under Sections 271-273 of the Companies Act 2016, companies must appoint qualified auditors unless specifically exempted, such as dormant companies or small private companies meeting certain criteria. The resolution must be passed by ordinary resolution of members, requiring a simple majority vote. You must file the appointment with Companies Commission of Malaysia (SSM) within 30 days using the prescribed forms. Listed companies face enhanced requirements under the Capital Markets and Services Act 2007, including audit committee involvement in auditor selection and additional disclosure obligations. The Audit Act 1957 provides the foundational framework, while professional standards from the Malaysian Institute of Accountants establish technical requirements for audit practice. Ensure your chosen auditor meets all qualification criteria and has no disqualifying relationships with your company that could compromise their independence or violate regulatory standards.