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Section 518: Rights of resigning auditor

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 16: Audit — Chapter 4: Removal, resignation, etc of auditors

This section applies where an auditor's (A's) notice of resignation is accompanied by a statement under section 519 except where—.

the company is a non-public interest company, and
the statement includes a statement to the effect that A considers that none of the reasons for A's ceasing to hold office, and no matters (if any) connected with A's ceasing to hold office, need to be brought to the attention of members or creditors of the company (as required by section 519(3B)).

He may send with the notice an authenticated requisition calling on the directors of the company forthwith duly to convene a general meeting of the company for the purpose of receiving and considering such explanation of the reasons for, and matters connected with, his resignation as he may wish to place before the meeting.

He may request the company to circulate to its members—

before the meeting convened on his requisition, or
before any general meeting at which his term of office would otherwise have expired or at which it is proposed to fill the vacancy caused by his resignation,

a statement in writing (not exceeding a reasonable length) of the reasons for, and matters connected with, his resignation.

The company must (unless the statement is received too late for it to comply)—

in any notice of the meeting given to members of the company, state the fact of the statement having been made, and
send a copy of the statement to every member of the company to whom notice of the meeting is or has been sent.

The directors must within 21 days from the date on which the company receives a requisition under this section proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given.

If default is made in complying with subsection (5), every director who failed to take all reasonable steps to secure that a meeting was convened commits an offence.

A person guilty of an offence under this section is liable—

on conviction on indictment, to a fine;
on summary conviction to a fine not exceeding the statutory maximum.

If a copy of the statement mentioned above is not sent out as required because received too late or because of the company's default, the auditor may (without prejudice to his right to be heard orally) require that the statement be read out at the meeting.

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This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.