Resignation and removal of auditors of registrable superannuation entities

This is Information Sheet 288 (INFO 288). It is for auditors of registrable superannuation entities (RSEs) who wish to resign. It is also for superannuation trustees 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 RSEs have no annual general meetings, appointments of auditors and the audit are managed by the superannuation trustee. As such, the superannuation trustee plays 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 RSE auditors is contained in Regulatory Guide 26 Resignation, removal and replacement of auditors (RG 26), particularly RG 26.91– RG 26.98.

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

An RSE auditor who wishes to resign, or a superannuation trustee that wishes to remove an auditor from office, must apply to ASIC for our consent through the ASIC Regulatory Portal.

In general, we will consent to the resignation or removal of RSE auditor if:

our criteria for consent are satisfied (see RG 26.21), and
all relevant supporting information is provided with the application (see RG 26.93).

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 of the superannuation trustee (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 may consult with the Australian Prudential Regulatory Authority (APRA) in relation to the resignation, removal or appointment of an RSE auditor.

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 RSE auditor, the resignation will take effect on the later of (see RG 26.96 and section 331AK(5)):

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

ASIC considers it best practice to include in the disclosure of the resignation to RSE members the details of outgoing auditor, proposed incoming auditor and the reason of change in auditor.

Effective date of removal consent

If we consent to the removal of an RSE auditor, our consent will take effect when all the conditions of ASIC’s consent have been met, including disclosures to RSE members about the details of outgoing auditor, proposed incoming auditor and the reason of change in auditor (see RG 26.97).

When our consent is not required

If an RSE auditor has become ineligible to act as an auditor because of Part 2M.4 Divisions 2, 2A or 5, the auditor ceases to hold office: see section 331AH(1). An RSE auditor will also cease to hold office if they cease to be an auditor for the purposes of legislation that APRA administers or because the circumstances in section 331AH(3)–(5) occur.

How and when to lodge an application

An application for resignation or removal of an RSE auditor is to be lodged through the ASIC Regulatory Portal at any time of the year, subject to the requirements in RG 26.

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 superannuation trustee in writing that an application is being made: see section 331AK(2)(a)(ii).

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

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

Removals

If we approve the application and grant consent, we will advise the superannuation trustee in writing. They should then give written notice of our decision to the auditor, but only after they have received notification of our decision.

Notification of auditor change

As soon as practicable, ASIC must notify APRA of the consent to the removal or the resignation of an auditor of a RSE; see section 331AK(8).

Within 14 days after receiving a notice of resignation from the auditor or after the removal from office of the auditor, a superannuation trustee must lodge a notice, Notify ASIC of removal, resignation or cessation of a RSE auditor through the ASIC Regulatory Portal: see section 331AK(7).

A late fee applies.

The superannuation trustee must appoint an auditor to fill the vacancy no later than one month after the resignation or removal: see section 331AG(1).

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 will seek correction of the deficiencies and ask 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 issued in October 2024.