Directors' Resolution to Appoint First Auditors

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What is it?

A private limited company must appoint a company auditor. While the appointment of auditors is usually a decision that rests with the shareholders of the company, the first auditors of a newly incorporated company may be appointed by the board of directors.

To appoint the first auditors, the board of directors must pass a directors' resolution. The directors' resolution can be passed at a directors’ board meeting or by way of a written resolution.

Why do you need it?

If you choose to have a meeting of the board of directors to pass this resolution, it is necessary to record the minutes of this meeting. You will therefore need a Board Minutes to Appoint First Auditors.

Alternatively, the board resolution can be passed by way of a written resolution using a Board Resolution to Appoint First Auditors.

Key clauses to watch for:

When drafting either of these documents, it is important to focus on a number of key clauses, in particular:

  • Details the meeting (if using Board Minutes);
  • Date of passing the resolution; and
  • Names of the auditors appointed.

Directors' Resolution to Appoint First Auditors Document