- Who has the authority to appoint and remove an auditor
- The three routes by which an auditor’s appointment ends
- Notification requirements when an auditor leaves office
- The cost of changing auditor in the first year
- Resolutions, minutes and letters: the documentation required
- Managing the handover between audit firms
- Changing the auditor of a charity, LLP or resident’s management company
- FAQs: Frequently Asked Questions
- Conclusion
In the UK, changing auditor means selecting a new registered audit firm to replace your company’s existing one. The process generally follows five steps:
- Notify the relevant audit authority where required, and update statutory records
- Choose a suitable successor firm and agree terms
- Obtain professional clearance between the outgoing and incoming auditor
- Formally remove the outgoing auditor, or accept their resignation
- Appoint the new auditor by ordinary resolution
Timing is important, whether you change auditors due to increasing fees, delayed accounts, a lack of industry expertise, independence concerns, or just a desire for more rapid help. Making the change well in advance of year-end allows the new auditor to learn about your company, examine opening balances, and prepare the audit without putting undue pressure on you to file.
In order to shift to a new audit firm with confidence while maintaining your statutory accounts and compliance, this blog outlines how to change auditors in the UK, the important deadlines to take into account, what directors must do, and the useful letters and resolutions you may require
Who has the authority to appoint and remove an auditor
A UK company’s shareholders (members) are legally able to remove an existing statutory auditor and hire a new one. Members must adopt an ordinary resolution at a general meeting and follow the special-notice procedure in order to change auditor before the present auditor’s term expires. Directors cannot dismiss an auditor by board resolution alone.
- Appointment: The auditor is chosen by the shareholders by regular resolution. Directors have the authority to designate the initial auditor, cover a temporary vacancy, or designate an auditor in cases where the firm has switched from audit exemption to audit requirement.
- Removal: An auditor may only be removed by shareholders prior to the conclusion of their tenure. A regular resolution at a general meeting and particular notice are necessary for the removal. The auditor cannot be removed by directors.
- Notification: After an auditor is removed before the end of their term for reasons other than an exempt reason, the company must notify the appropriate audit authority (usually the auditor’s own professional body, such as ICAEW) within 28 days. For most private companies, no separate notification to Companies House is required.
The three routes by which an auditor’s appointment ends
When a company plans to change auditor, the outgoing auditor’s appointment can end in one of three main ways:
- Resignation: The auditor decides to leave their position before it expires. They are required to send in a notice of resignation and, typically, a statement outlining the reasons for their departure.
- Removal by shareholders: Members can remove an auditor before the end of their appointment by passing an ordinary resolution at a general meeting. The company must follow the special-notice procedure, and directors cannot remove the auditor on their own.
- Non-reappointment: At the end of the relevant appointment period, the corporation chooses to appoint a new auditor in lieu of reappointing the current one. Unless an exception occurs or the members take action, many private businesses consider an existing auditor to be automatically reappointed.
Make sure all Companies House forms and statutory notices are correctly completed, have professional clearance, and agree on the timetable with the new audit firm in advance to guarantee a seamless change of auditor procedure.
Notification requirements when an auditor leaves office
The notice procedures for switching auditors depend on the outgoing auditor’s departure date and the reason for their termination. Shareholders and the relevant audit authority may require notification from the company and the departing auditor. Since the Deregulation Act 2015 came into force, most private companies no longer need to send Companies House a separate notification when an auditor resigns or is removed, the old AA03 form for this purpose has been withdrawn. The main exception is LLPs, which must still notify the registrar within 14 days of a removal resolution.
Did the auditor leave at the end of the appointment period?
The company will often employ the ordinary procedure for selecting the new auditor if the auditor departs at the conclusion of their regular appointment period because they are not reappointed.
However, extra notification obligations exist if the auditor leaves before the end of their appointment time, resigns, or is removed. Unless it has a reasonable belief that the departure is only for exempt reasons, the company is usually required to notify the relevant audit body within 28 days.
Were the reasons for departure “exempt reasons”?
If the auditor’s departure is solely due to an exempt reason, the company might not have to inform the relevant audit authority. Common exempt justifications consist of:
- The business is no longer subject to audits.
- The business is going through a winding up, dissolution, or insolvency process.
- Statutory audit work can no longer be performed by the departing auditor.
- A UK subsidiary is switching auditors so that the group auditor of the parent firm can conduct a group audit of the subsidiary.
The business should consider that notification may be necessary if the auditor departs early for other reasons, such as a disagreement, worries about accounting records, unpaid fees, independence concerns, or a choice to select a different audit firm.
Notifying the appropriate audit authority
If notification is needed, the business must provide a statement outlining the auditor’s resignation and any pertinent information that creditors or members should be aware of. After the auditor leaves their position, the notice must be submitted within 28 days.
Choosing the right time to change auditor
- When the current auditor’s appointment period is coming to an end, try to replace them.
- About six to nine months before the end of the year, start searching for a replacement.
- If a mid-year change is inevitable, choose a replacement as soon as possible and make sure they have access to accounting records, previous year’s accounts, and pertinent audit handover data.
- Give time for engagement conditions, price agreements, professional clearance auditor, and the transfer of previous audit data.
- Don’t change auditor when the accounts filing deadline is close, as this can delay the audit and increase compliance risk.
The cost of changing auditor in the first year
- Opening balances, accounting policies, critical estimates, and audit evidence from the prior auditor may require additional work from the incoming firm.
- One-time internal expenses may also apply, covering time spent gathering information, responding to further questions, setting up data access, and assisting with the audit handover. In practice, first year audits typically run 10 to 20 per cent above the ongoing annual fee once this handover work is priced in, though the exact figure depends on group structure and record quality.
- Verify whether professional-clearance inquiries, engagement setup, and Companies House notifications are covered by the quoted charge. These tasks are generally routine.
- When you change auditors, request a detailed written proposal. The audit scope, first-year price, potential additional charges, assumptions, schedule, and anticipated second-year fee should all be included.
- Don’t choose your decision only on the cheapest price. If the scope, group structure, systems, records, or accounting difficulties were not completely revealed at the beginning, a cheaper initial quote may lead to more fees later on.
Resolutions, minutes and letters: the documentation required
Maintain a thorough written record of the decision, the appointment procedure, and any correspondence when you change auditor. Depending on whether the departing auditor resigns, is fired, or is just not reappointed, different paperwork are needed.
Board minutes: Note the proposed change’s justifications, the recommended new auditor, the professional clearance status, the authority to issue notices, and any necessary Companies House filings.
Professional-clearance letter: Before accepting an appointment, the proposed auditor requests approval in writing from the departing auditor. The departing company responds with any professional justifications for declining the position.
Special notice: When members want to dismiss an auditor before their term expires, this is necessary. The corporation must receive the notice of intention at least 28 days in advance of the general meeting.
Outgoing auditor notification: The business must submit a copy to the auditor who is being nominated for removal as soon as it receives special notification. A written statement from the auditor may be distributed to members or spoken aloud during the meeting.
Audit authority notification: Where the departure is not for an exempt reason, notify the appropriate audit authority within 28 days with a statement of the circumstances. LLPs are the exception and must still notify the registrar within 14 days of a removal resolution.
Auditor’s statement of circumstances: The auditor may be required to give a statement upon leaving office that either confirms that there are no circumstances to report or identifies issues that creditors or members should be aware of.
Template starting points: A special notice letter to the company under sections 312 and 511, a board minute recording the resolution, and a professional clearance letter to the outgoing firm are the three documents most companies need. We can prepare drafts of each on request rather than generic downloadable templates, since the exact wording depends on your company’s articles and the reason for the change.
Managing the handover between audit firms
Switching audit firms requires a well-organised handover. It minimises redundant work, keeps the audit schedule updated, and helps the new auditor in quickly understanding your company. Poor handover and incomplete records are a common cause of audit delays and difficulties, our guide to why UK businesses fail audits covers the most frequent issues to avoid.
- Give the new auditor formal permission to get a professional clearance auditor from the departing audit firm.
- Create a handover schedule that includes dates for professional clearance, official appointments, records transfer, audit preparation, fieldwork, and account signature.
- To assist the new company in comprehending previous audit procedures and unresolved issues, the departing auditor may also give explanations and access to pertinent working materials.
- Maintain the confidentiality of the handover and make sure that any information exchanged between businesses is utilised exclusively for the audit and professional transition process.
- The existing audit company retains ownership of the audit working papers. Although the arriving auditor may examine pertinent data, not all documents are automatically owned or received by them.
- To handle inquiries from both companies and prevent missing information, redundant questions, or delays, designate a single internal contact.
- The change auditor must get pertinent audit information from the departing auditor upon written request.
Changing the auditor of a charity, LLP or resident’s management company
The process to change auditor is broadly similar across charities, LLPs and residents’ management companies (RMCs), but each organisation must follow its own governing rules, appointment provisions and filing requirements.
Charity
- Prior to selecting a new auditor or examiner, get professional approval and document the choice in the minutes of the trustee meeting.
- Subject to the charity’s governing instrument, trustees are commonly in charge of selecting an auditor or independent examiner.
- Generally, a charity that earns more than £25,000 annually is obliged to set up an audit or independent investigation; an audit is necessary if yearly income surpasses £1 million or if income exceeds £250,000 and gross assets exceed £3.26 million. These thresholds are also changing, our guide to the charity audit threshold covers the new limits taking effect from 30 September 2026.
- Make sure the charity can utilize an independent assessment instead of a statutory audit before making the transfer.
LLP
- The auditor may be appointed or removed by LLP members, not by directors or shareholders.
- LLP must give the proposed auditor at least 7 days’ prior notice under the modified Companies Act provisions in the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 in order to remove an auditor before the end of their term. Unlike companies, LLPs must also notify the registrar within 14 days of a removal resolution.
- Obtain professional clearance, file the necessary auditor-change notices with Companies House, and maintain written member resolutions and meeting minutes.
Residents’ Management Company
- An RMC is usually a company limited by guarantee, so the Companies Act auditor rules normally apply.
- If you want to remove an auditor early, members must pass an ordinary resolution at a general meeting, following special-notice requirements.
- Make sure the new auditor is aware of reserve funds, lease requirements, service-charge accounts, and the difference between company and service-charge accounts for a simple year-end change auditor.
- Since the RICS Service Charge Residential Management Code 4th edition took effect on 7 April 2026, RMCs and their managing agents should also confirm the incoming auditor is familiar with its evidential status for RICS regulated firms before appointment.
| Entity type | Who can remove the auditor | Minimum notice | Registrar notification on removal |
|---|---|---|---|
| Private company | Shareholders, ordinary resolution | 28 clear days special notice | Not required in most cases |
| LLP | Members | 7 days’ prior notice | Required within 14 days |
| Charity (company form) | Trustees, per governing document | As per governing document | Not required in most cases |
| RMC | Members, ordinary resolution | 28 clear days special notice | Not required in most cases |
FAQs: Frequently Asked Questions
Can a company change its auditor mid year?
Yes. If an auditor resigns, is removed by shareholders, or both parties decide not to continue, a UK company can change auditor in the middle of the year. A replacement should be appointed as soon as possible, professional clearance should be obtained, and any required audit authority notification should be completed. An ordinary resolution at a general meeting and special notice are required in order to remove an auditor before the end of their term.
Does Companies House need to be notified when a company changes auditor?
Generally, no. For most private companies, there is no requirement to notify Companies House when an auditor resigns or is removed, this changed under the Deregulation Act 2015. The company does still need to notify the appropriate audit authority within 28 days where the departure is early and not for an exempt reason. LLPs are the exception and must notify the registrar within 14 days of a removal resolution.
Can an auditor refuse to be removed?
No. If the business follows the correct legal procedure, an auditor cannot stop shareholders from removing them. The auditor does have the right to be heard at the general meeting and may put written representations to shareholders beforehand.
Can an outgoing auditor withhold files over unpaid fees?
No. An outgoing auditor must provide the incoming auditor with relevant audit information when requested in writing, even if fees are unpaid. The firm can pursue unpaid fees separately.
How often does a company have to change its auditor?
Most private companies in the UK are not required to change auditors on any set schedule. Public Interest Entities, including banks, insurers, and listed firms, are required to change their audit firm at least every 20 years and put the audit out to tender at least every 10 years.
Will changing auditor delay the filing of the accounts?
It can, especially if you switch auditors near the end of the year or close to the filing deadline. Arrange the transition in advance, complete professional clearance as soon as possible, and give the new firm access to records early to keep the audit and accounts filing on schedule.
Conclusion
Changing auditors is more than an administrative task, it is a chance to choose an audit firm that understands your company, communicates well, and provides the right level of support. To avoid unnecessary expense, disruption, or filing delays, plan the changeover in advance, complete the appropriate approvals and notifications, and manage the handover carefully.
If you are weighing up a change of auditor and want a second opinion on timing, cost, or what the handover will actually involve, get in touch with Cox Hinkins and we can talk it through.