Clause 126

An auditor of a non‑public interest company (other than a company which is a subsidiary company of a public interest company) may resign before the end of the term of office for which he was appointed by giving the company a notice of resignation in writing.(2) Where a notice of resignation is given under subsection (1), the auditor’s term of office expires —

at the end of the day on which notice is given to the company; or

if the notice specifies a time on a later day for the purpose, at that time.(3) Within 14 days beginning on the date on which a company receives a notice of resignation under subsection (1), the company must lodge with the Registrar a notification of that fact in such form as the Registrar may require.(4) In this section and sections 205AB, 205AC and 205AF —“non‑public interest company” means a company other than a public interest company;“public interest company” means a company which is listed or in the process of issuing its debt or equity instruments for trading on a securities exchange in Singapore, or such other company as the Minister may prescribe.Resignation of auditor of public interest company or subsidiary company of public interest company205AB.—

An auditor of a public interest company, or a subsidiary company of a public interest company, may by giving the company a notice of resignation in writing, resign before the end of the term of office for which he was appointed, if —

the auditor has applied for consent from the Registrar to the resignation and provided a written statement of his reasons for his resignation and, at or about the same time as the application, notified the company in writing of the application to the Registrar and provided the company with the written statement of his reasons for his resignation; and

the consent of the Registrar has been given.(2) The Registrar shall, as soon as practicable after receiving the application from an auditor under subsection (1), notify the auditor and the company whether it consents to the resignation of the auditor.(3) A statement made by an auditor in an application to the Registrar under subsection (1)(a) or in answer to an inquiry by the Registrar relating to the reasons for the application —

is not admissible in evidence in any civil or criminal proceedings against the auditor; and

subject to subsection (4), may not be made the ground of a prosecution, an action or a suit against the auditor,and a certificate by the Registrar that the statement was made in the application or in the answer to the inquiry by the Registrar is conclusive evidence that the statement was so made.(4) Notwithstanding subsection (3), the statement referred to therein may be used in any disciplinary proceedings commenced under the Accountants Act (Cap. 2) against the auditor.(5) The resignation of an auditor of a public interest company, or subsidiary company of a public interest company, takes effect —

on the day (if any) specified for the purpose in the notice of resignation;

on the day on which the Registrar notifies the auditor and the company of his consent to the resignation; or

on the day (if any) fixed by the Registrar for the purpose,whichever last occurs.Written statement to be disseminated unless application to court made205AC.—

Where an auditor of a public interest company, or a subsidiary company of a public interest company, gives the company a notice of resignation under section 205AB, the company must within 14 days after receiving the notice of resignation and the written statement of the auditor’s reasons for his resignation (referred to in this section and sections 205AD and 205AE as the written statement) send a copy of the written statement to every member of the company. (2) Copies of the written statement need not be sent out if an application is made to the court within 14 days, beginning on the date on which the company received the written statement, by either the company or any other person who claims to be aggrieved by the written statement, for a determination that the auditor has abused the use of the written statement or is using the provisions of this section to secure needless publicity for defamatory matter.(3) In the case where an application is made under subsection (2) by —

the company, the company must give notice of the application to the auditor of the company; or

any other person, that person must give notice of the application to the company and the auditor of the company.(4) If default is made in complying with subsection (1), the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.Court may order written statement not to be sent out205AD.—

This section applies if an application has been made under section 205AC(2) in relation to a written statement given by an auditor.(2) If the Court is satisfied that the auditor has abused the use of the written statement or is using the written statement to secure needless publicity for any defamatory matter, the Court —

must direct that copies of the written statement are not to be sent under section 205AC(1); and

may order the auditor, though not a party to the application, to pay the applicant’s costs on the application in whole or in part.(3) If the Court gives directions under subsection (2)(a), the company must, within 14 days beginning on the date on which the directions are given send a notice setting out the effect of the directions to —

every member of the company; and

unless already named as a party to the proceedings, the auditor who gave the written statement.(4) If the Court decides not to grant the application, the company must, within 14 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reasons —

give notice of the decision to the auditor who has given the written statement; and

send a copy of the written statement to every member of the company and to that auditor.(5) If default is made in complying with subsection (3) or (4), the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.Privilege against defamation205AE. A person is not liable to any action for defamation at the suit of any person —

in the absence of malice, in respect of the publication of the written statement to the member of the company pursuant to section 205AC(1); or

in respect of the publication of the written statement to the member of the company pursuant to section 205AD(4)(b).Appointment of new auditor in place of resigning auditor205AF.—

Subject to subsection (3), if —

an auditor of a non‑public interest company (other than a subsidiary company of a public interest company) gives notice of resignation under section 205AA(1); or

an auditor of a public interest company, or a subsidiary company of a public interest company, gives notice of resignation under section 205AB(1), and the Registrar approves the resignation of the auditor under section 205AB(2), the directors of the company in question —

shall call a general meeting of the company as soon as is practicable, and in any case not more than 3 months after the date of the auditor’s resignation, for the purpose of appointing an auditor in place of the auditor who desires to resign or has resigned; and

upon appointment of the new auditor, shall lodge with the Registrar a notification of such appointment within 14 days of the appointment.(2) If the directors of a company fail to appoint an auditor in place of the auditor who desires to resign or has resigned, the Registrar may, on the application in writing of any member of the company, make the appointment.(3) Subsections (1) and (2) shall not apply if the financial statements of the company are not required to be audited under this Act, or where the resigning auditor is not the sole auditor of the company.(4) An auditor appointed pursuant to subsection (1) or (2) shall, unless he is removed or resigns, hold office until the conclusion of the next annual general meeting of the company.(5) If default is made in complying with subsection (1), the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.”.