Last updated: July 8th, 2020 1:39 PM

Board Resolution for Appointment of Auditor

All companies, except for a Government Company are required to appoint the first Auditor of the Company within 30 days of registration of the company at the meeting of the Board of Directors of the Company. In case of the Board of Directors of the Company fail to appoint the first Auditor of the Company within 30 days, then the members (shareholders) of the Company can appoint the first Auditor of the Company within 90 days of incorporation of the Company. First auditors in a company are usually appointed for a period until the conclusion of the first annual general meeting or for a longer tenure, as per the decision of the Board Members.  

Executing Board Resolution

Only a practising Chartered Accountant can be appointed as Auditor of a Company. Before appointment of auditor of company, the written consent of the auditor must first be obtained along with a certificate from the Auditor that the appointment, if made, shall be in accordance with the conditions as prescribed by the Auditor and that the Auditor satisfies the criteria provided in Section 141 of the Companies Act, 2013 (Provision relating to audit and auditor). Once the consent of an Auditor is obtained, then the Board of Directors of the Company with quorum can execute a Board resolution for completing the appointment of Auditor. Quorum is the minimum number of Directors required at the board meeting to validly transact any business. The quorum for a board meeting is usually one third of the total strength of the Directors or two Directors, whichever is higher. There are no restriction in the Companies Act, 2013 with respect to the time and place for conducting a Board Meeting. However, the Articles of Association of a Company can restrict the time and place of conducting a board meeting. Hence, it is good to check with the Articles of Association of the Company. The Board Meeting can be held at any place in India or even outside India. As per the Act, it is important to have place statutory registers and records during the Board Meeting. During the meeting the Board Resolution can be passed by the Directors of the company. To evidence passing of resolution, the Board Resolution must be printed on the letterhead of the company and signed by the Directors in attendance at the Board Meeting. [caption id="attachment_108328" align="aligncenter" width="1116"] Sample-Board-Resolution-for-Appointment-of-Auditor