1 When does an auditor need ACRA’s consent to resign?
An auditor is required to apply for ACRA’s consent if he wishes to resign as auditor of (a) a public interest company [1]; or (b) a Variable Capital Company (VCC) [2]; or (c) a subsidiary company of a public interest company or a VCC, and the resignation is before the end of the term of office for which he was appointed.
The legislative provisions for such premature resignations are set out under sections 205AB to 205AF of the Companies Act 1967 and section 108 of the Variable Capital Companies Act 2018, in relation to companies and VCCs respectively. The requirements for such premature resignation of auditors and broad guidelines on when such premature resignations may be approved by ACRA can be found in the Practice Direction No. 4 of 2015: Resignation of Auditors of Public Interest Companies or their Subsidiaries in relation to Sections 2015AB to 205AF of the Companies Act, Chapter 50 (PDF, 296KB) issued on 27 May 2015.
[1] Public interest companies are:
(a) companies listed or in the process of listing on the Singapore Exchange or a securities exchange outside of Singapore;
(b) selected financial institutions e.g. (i) companies that are part of the banking and payment system; (ii) insurers and insurance brokers; (iii) capital market infrastructure providers; and (iv) capital markets intermediaries; and
(c) large charities or institutions of public character which are companies.
The full list of public interest companies can be found under regulation 89A of the Companies Regulations.
[2] Refer to a VCC that comprises at least one collective investment scheme authorised under section 286(1) of the Securities and Futures Act 2001, or such other VCC as may be prescribed.
2 How to apply for ACRA’s consent to resign as an auditor?
In order for ACRA to give proper consideration to the application, please put forward all relevant factors for ACRA’s consideration.
In submitting the application, please follow the steps below:
| Step 1: Conditions for the application | The following conditions must be met:
(a) The auditor is an auditor of (a) a public interest company; or (b) a VCC; or (c) a subsidiary company of a public interest company or a VCC; and (b) The resignation is before the end of the term of office for which he was appointed. |
|---|---|
| Step 2: Gather supporting documents | Gather the relevant documents to support the reasons for the application, such as medical certification of health conditions if the reason for resignation is due to the failing health of an auditor practising as a sole proprietor. Note: ACRA may request the auditor and/or the applicant to provide additional information to assess whether to consent to or reject the application. |
| Step 3: Log in to Bizfile | Log in to Bizfile to submit the online transaction. Under the menu bar, navigate to “Others” > “Apply for consent to resign as auditor of public interest companies or their subsidiaries”. You will be directed to file a General lodgement. Under the general lodgement type, select “Apply for consent to resign as auditor of public interest companies or their subsidiaries” under the header “Others” Download, complete and submit the manual form in the General lodgement transaction. Payment of the application fee of $200 must be made using credit card (MasterCard and VISA), PayPal, Google Pay or Apple Pay. Note: The application fee paid is non-refundable should the application be rejected. |
Additional Information to Note
When an application is made to ACRA, the auditor must concurrently notify the company or the VCC in writing of his application to ACRA to resign and provide the company or the VCC with the written statement of his reasons for his resignation.
The application to resign prematurely should also indicate whether there are any disputes with the company or the VCC's management; and any matters which may have the effect of undermining the independence or integrity of the audit process.
3 What is the procedure after the application has been made?
ACRA will endeavour to notify the auditor and the company or the VCC on the outcome of the auditor’s application within 2 weeks after all information has been provided to ACRA.
- If consent to the resignation is granted
If ACRA consents to the resignation, the auditor is required under section 205AB(1) of the Companies Act 1967 to give a written notice of his resignation to the company or the VCC. - If consent to the resignation is not granted
If ACRA does not consent to the resignation, the auditor shall continue to hold office as the auditor of the company or the VCC.
4 When does the resignation take effect?
The resignation takes effect on the latest of the following three dates:
- On the day on which ACRA notifies the auditor and the company or the VCC of ACRA’s consent to the resignation;
- On the day fixed by ACRA; or
- On the day specified by the auditor in the notice of resignation.
