Resignation and removal of auditors of registered scheme financial report or a compliance plan

This is Information Sheet 64 (INFO 64). It is for auditors of registered scheme financial reports and compliance plans who wish to resign. It is also for responsible entities that wish to remove an auditor from office under the Corporations Act 2001 (Corporations Act).

It explains:

When we will consent to an auditor’s resignation or removal
When our consent is not required
How and when to lodge an application
The procedure after you have applied for consent, for both a resignation and removal, and the requirement to notify ASIC of the change in auditor
Why applications are returned.

As registered schemes have no annual general meetings, appointment and removal of auditors of a registered scheme’s financial reports and its compliance plans are managed by the responsible entity. As such, responsible entities play an important role in ensuring auditor independence and audit quality.

Detailed guidance on how we apply the provisions of the Corporations Act relating to the resignation and removal of auditors of registered scheme financial reports and compliance plans is contained in Regulatory Guide 26 Resignation, removal and replacement of auditors (RG 26), particularly RG 26.81–RG 26.90.

When we will consent to an auditor’s resignation or removal

An auditor of a registered scheme financial report or its compliance plan who wishes to resign, or a responsible entity that wishes to remove an auditor from office, must apply to ASIC for our consent using paper forms.

In general, we will consent to the resignation or removal of an auditor of a registered scheme financial report or its compliance plan, to take effect at any time of the year if:

our criteria for consent are satisfied (see RG 26.21), and
all relevant supporting information is provided with the application (see RG 26.84).

However, we will generally not consent to the resignation or removal of an auditor at any time of the year if:

concerns are raised by the outgoing auditor about a disagreement with management or directors, including management or directors of the responsible entity (see RG 26.26–RG 26.31), and/or
other evidence indicates that we should not provide our consent, including the outgoing auditor being made aware that their resignation or removal may be connected with ‘opinion shopping’ (see RG 26.22–RG 26.25).

We will decide whether to consent to a resignation or removal on the merits of each application.

Effective date of resignation consent

If we consent to the resignation of an auditor of a registered scheme financial report or its compliance plan, the resignation will take effect on the later of (see RG 26.84):

the day of our consent
the day (if any) specified in the notice of resignation given by the auditor to the registered scheme, or
a day that we specify (if any).

If we consent to the resignation of an auditor of a registered scheme (and its compliance plan) that is a disclosing entity, then depending on the circumstances, the responsible entity may be required to lodge a continuous disclosure notice with ASIC or the relevant market operator containing:

details of the outgoing auditor
details of the proposed incoming auditor, and
the reason for the change in auditor (see RG 26.89).

If we consent to the resignation of an auditor of a registered scheme (and its compliance plan) that is not a disclosing entity or that is a disclosing entity that does not need to lodge a continuous disclosure notice, ASIC considers it best practice to disclose the above auditor details, at or around the date when the resignation takes effect, by public notice displayed prominently on the responsible entity’s website where the notice can reasonably be readily located and accessed by members of the scheme (see RG 26.90).

Effective date of removal consent

If we consent to the removal of an auditor of a registered scheme financial report or its compliance plan, our consent will take effect when all the conditions of ASIC’s consent have been met, including disclosures to the relevant market operator or members of the scheme about the details of the outgoing auditor, proposed incoming auditor and the reason for the change of auditor (see RG 26.88).

When our consent is not required

If a registered scheme’s compliance plan auditor has become ineligible to act under section 601HG(2), the responsible entity must remove the auditor: see section 601HH(1)(a). Our consent is not required in this case. The responsible entity must notify ASIC of this removal using Form 5114 Notification of request by responsible entity to change compliance plan auditor.

If a registered scheme financial report auditor has become ineligible to act under Part 2M.4 Divisions 2 or 3, the auditor ceases to hold office: see section 331AAA(2). The auditor will also cease to hold office if the scheme is to be wound up: see s331AD. The responsible entity must notify ASIC of the cessation using Form 5133 Notification of resignation, removal or cessation of a registered scheme auditor.

How and when to lodge an application

An application may be lodged, using the required form, at any time of the year subject to the requirements in RG 26:

Form 5112 Application for consent from ASIC to remove compliance plan auditor
Form 5113 Application for consent from ASIC to resign as compliance plan auditor
Form 5132 Application for consent from ASIC for resignation or removal of scheme auditor

An auditor continues to hold office until our consent has been granted and it ends in accordance with the terms of our consent. For this reason, our consent should not be assumed, and auditor arrangements should not be changed before our consent is received.

We do not have the power to allow a resignation to take effect before the date on which we give consent, nor can we backdate our consent. You should lodge your application within a reasonable time so we can give due consideration to the information provided and arrive at a decision.

Generally, a reasonable time is at least four weeks before the intended date of change.

The procedure after you have applied for consent

Resignations

When an auditor applies to ASIC for consent to resign, the auditor must advise the responsible entity in writing that an application is being made: see section 331AC(2)(a)(ii) and 601HH(2)(a)(ii).

After a decision has been reached, we will advise both the auditor and the responsible entity in writing.

If we grant our consent to the resignation, the auditor must give written notice of their resignation to the responsible entity. This notice cannot be given until after our consent has been received.

Removals

If we grant our consent to the application, we will advise the responsible entity in writing. The responsible entity should then give written notice of our decision to the auditor, but only after the responsible entity has received notification of our decision.

Notification of auditor change

Within 14 days after receiving a notice of resignation from the auditor of the registered scheme or after the removal of the auditor, a responsible entity must lodge Form 5133 Notification of resignation, removal or cessation of a registered scheme auditor (see section 331AC(7)).

The responsible entity must appoint an auditor to fill the vacancy no later than one month after the resignation or removal: see section 331AAB(1). Within 14 days of the appointment of a replacement auditor, a responsible entity must lodge Form 5137 Notification of appointment of scheme auditor (reg 2M.4.01 of the Corporations Regulations 2001).

If the registered scheme’s compliance plan auditor has changed, the responsible entity must lodge Form 5114 Notification of request by responsible entity to change compliance plan auditor as soon as practicable: see section 601HI.

Why applications are returned

Our experience is that some auditors lodge applications that are either incomplete or based on one or more misconceptions about what the Corporations Act requires.

Applications that do not sufficiently address the matters referred to in RG 26, or that are incomplete or deficient, will not be assessed by us until all relevant information is provided. In this case, we may either return the application to you with an ‘Intent to refuse’ letter, or email you seeking correction of the deficiencies and asking for further information to support the application. See the checklist of information to be provided with your application in the appendix to RG 26.

Where can I get more information?

RG 26 Resignation, removal and replacement of auditors.
Contact us.

Important notice

Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. We encourage you to seek your own professional advice to find out how the applicable laws apply to you, as it is your responsibility to determine your obligations.

You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases your particular circumstances must be taken into account when determining how the law applies to you.

Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

This information sheet was reissued in October 2024.