Appointment Of Auditor Resolution Template for Saudi Arabia

An Appointment of Auditor Resolution is a fundamental corporate document that you must prepare to formally appoint your company's external auditors in Saudi Arabia. This resolution demonstrates compliance with mandatory auditing requirements and establishes the legal framework for your auditor relationship under Saudi Companies Law 2015.

When do you need this document?

You need this resolution annually when appointing or reappointing your external auditors at your Annual General Meeting. You also require it when changing audit firms mid-term, establishing audit arrangements for newly incorporated companies, or when your current auditor's term expires. Listed companies must prepare this document following audit committee recommendations and ensure compliance with Capital Market Authority governance requirements. Additionally, you'll need this resolution when expanding audit scope or modifying existing audit engagements to meet regulatory changes.

Key legal considerations

Your resolution must clearly specify the appointed audit firm's qualifications under SOCPA regulations, ensuring they hold valid certification to practice in Saudi Arabia. You need to define the audit scope, duration of appointment, and fee structure while establishing the auditor's independence and compliance with professional conduct standards. The document should reference your company's articles of association and include proper shareholder approval mechanisms. For listed companies, you must incorporate audit committee recommendations and ensure alignment with CMA corporate governance regulations. Consider rotation requirements for audit partners and potential conflicts of interest that could affect auditor independence.

Legal requirements in Saudi Arabia

Under Saudi Companies Law 2015, specifically Articles 133-135, you must obtain shareholder approval for auditor appointments through formal resolution at general meetings. Your appointed auditor must be registered with the Saudi Organization for Certified Public Accountants (SOCPA) and meet all professional qualification requirements. Listed companies face additional obligations under CMA Corporate Governance Regulations, including mandatory audit committee involvement in auditor selection and maximum engagement duration limits. You must file the resolution with the Ministry of Commerce as part of your annual compliance requirements. The document must be prepared in Arabic or include certified Arabic translation, properly notarized, and maintained in your corporate records for regulatory inspection purposes.