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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 3 : Enhanced Accountability and Transparency

Part C : Auditors

91. Resignation of auditors and vacancies

 

 

1) The resignation of an auditor is effective when the notice is filed.

 

2) Subject to subsection (3), if a vacancy arises in the office of auditor of a company, the board of that company—
a) must appoint a new auditor within 40 business days, if there was only one incumbent auditor of the company; and
b) may appoint a new auditor at any time, if there was more than one incumbent, but while any such vacancy continues, the surviving or continuing auditor may act as auditor of the company.

 

3) Before making an appointment in terms of subsection (2)—
a) the board must propose to the company’s audit committee, within 15 business days after the vacancy occurs, the name of at least one registered auditor to be considered for appointment as the new auditor; and
b) may proceed to make an appointment of a person proposed in terms of paragraph (a) if, within five business days after delivering the proposal, the audit committee does not give notice in writing to the board rejecting the proposed auditor.

 

4) If a company appoints a firm as its auditor, any change in the composition of the members of that firm does not by itself create a vacancy in the office of auditor for that year, subject to subsection (5).

 

5) If, by comparison with the membership of a firm at the time of its latest appointment, less than one half of the members remain after a change contemplated in subsection (4), that change constitutes the resignation of the firm as auditor of the company, giving rise to a vacancy.

 

6) Section 89, read with the changes required by the context, applies with respect to an auditor of a company, hut a reference in that section to ''company secretary" must be regarded as referring to the company's auditor.