Appointment Of Auditor Resolution Template for New Zealand

When your company needs to appoint or change its auditor, you'll require an Appointment of Auditor Resolution to formalise this important decision. This document serves as legal evidence that your company has properly appointed an auditor in accordance with New Zealand law and demonstrates compliance with corporate governance requirements.

When do you need this document?

You'll need an Appointment of Auditor Resolution in several key situations. If your company is newly incorporated and requires its first auditor, this resolution establishes that relationship. When your current auditor's term expires or you need to replace them due to retirement, resignation, or performance issues, this document formalises the change. Companies that have grown to meet the audit threshold requirements under the Financial Reporting Act 2013 must also use this resolution to appoint their first statutory auditor. Additionally, if your company becomes an FMC reporting entity, you may need to appoint a licensed auditor specifically qualified for such entities.

Key legal considerations

Several critical legal factors must be addressed when appointing an auditor. The proposed auditor must meet qualification requirements under the Companies Act 1993 and hold appropriate professional credentials. For FMC reporting entities, the auditor must be licensed under the Auditor Regulation Act 2011. Independence is paramount - the auditor cannot have any financial or business relationships with your company that could compromise their objectivity. The resolution should specify the auditor's duties, which typically include conducting annual audits, providing audit opinions, and ensuring compliance with accounting standards. You must also consider the auditor's terms of engagement, including their authority to access company records and the scope of their responsibilities. If replacing an existing auditor, proper procedures must be followed, including allowing the outgoing auditor to make representations to shareholders if required.

Legal requirements in New Zealand

Under the Companies Act 1993, certain companies must appoint auditors, particularly those that meet size thresholds or have particular ownership structures. The Financial Reporting Act 2013 sets out specific requirements for different types of entities, with large companies and FMC reporting entities having mandatory audit requirements. Your resolution must comply with your company's constitution and any shareholder agreement requirements regarding auditor appointment. The appointment typically requires either board resolution or shareholder approval, depending on your company's structure and constitution. The resolution must be properly minuted and filed in your company records, and if your company is an FMC reporting entity, you may need to notify the Financial Markets Authority. The appointed auditor must also meet continuing professional development requirements and maintain professional indemnity insurance as required by their professional body.