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Assuming UK law applies, shareholders can raise concerns with the company and auditor, complain to the Financial Reporting Council (FRC) where the audit is within its remit, vote to remove the auditor at a meeting, and—in a public interest company—apply to court for removal if statutory conditions are met. These routes have different purposes and eligibility rules. The steps below are UK-specific: first identify where the company is incorporated and which law governs its audit.

Choose a route that fits your goal and the company

Start by deciding whether you want the concern recorded, reviewed by a regulator, or to replace the auditor. A company’s classification matters: the advance-publication right applies to qualifying members of a UK quoted company, while the court route described here is for members of a public interest company. These are not universal rights for every shareholder or company.

Route Who can use it What it does Key condition
Raise the matter with the company or auditor Shareholders can contact relevant company representatives or the auditor Brings the concern to those responsible for the company’s oversight or the audit Set out the facts and supporting evidence clearly
Require publication of a statement Qualifying members of a UK quoted company Publishes a statement of concerns connected with the accounts meeting or an auditor’s departure Statutory member threshold and notice deadline apply
Complain to the FRC Complainants with concerns about an audit within the FRC’s scope Raises the audit concern with the regulator Confirm the FRC’s current scope and submission instructions
Vote to remove the auditor Members voting at a company meeting Can end the auditor’s appointment Ordinary resolution at a meeting, with special notice
Apply to court for removal Qualifying members of a public interest company Asks the court to order the auditor’s removal Member threshold and proper grounds are required

The governing provisions are in Part 16 of the Companies Act 2006, with the quoted-company statement procedure in sections 527–531.

Raise the concern with the company and auditor

Contact the board, audit committee chair, company secretary or auditor with a concise account of what concerns you and why. Identify the relevant accounts, audit statement or event, and distinguish documented facts from questions or inferences. Keep copies of correspondence and supporting material. This is a practical way to put the issue before the relevant people; it does not itself trigger a regulator investigation or remove the auditor.

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Use the quoted-company publication right when eligible

Under sections 527–531, qualifying members of a UK quoted company can require the company to publish a statement on its website ahead of the next accounts meeting. The statement may concern the audit of the accounts to be laid at that meeting, including the auditor’s report or conduct of the audit, or circumstances connected with an auditor ceasing office since the preceding accounts meeting.

  • The members must either hold at least 5% of the total relevant voting rights, or number at least 100, be entitled to vote, and hold shares with an average paid-up amount of at least £100 per member.
  • The request may be electronic or in hard copy. It must identify and authenticate the statement.
  • The request must reach the company at least one week before the relevant meeting.

Check whether the company meets the statutory definition of a “quoted company” for the relevant financial year; not every listed issuer necessarily qualifies. Review the statute and the company’s meeting information early enough to meet the deadline.

Complain to the FRC when the audit is within its scope

The FRC directs complaints about company audits within its scope to the FRC itself, and says complainants may also complain directly to the auditor. For other audits, its guidance says to complain to the auditor or firm first. The FRC asks for clear, accurate submissions and cautions that it may not provide point-by-point responses to extensive lists of questions. Check its current scope and filing instructions on the FRC complaints page. A complaint is a regulatory route; it does not, by itself, remove the auditor.

Vote to remove the auditor

Members may remove an auditor from office at any time by ordinary resolution at a meeting, but special notice is required. The company must send the notice to the auditor. The auditor may make written representations for circulation to members and has the right to speak at the meeting on business concerning the auditor. These safeguards give the auditor an opportunity to respond as members consider the resolution.

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If the resolution removes the auditor, the company must file form AA03 with Companies House within 14 days, according to Companies House guidance on removal of auditors. Removal may also raise questions about compensation or damages; do not assume ending the appointment is cost-free.

Consider court removal only for a public interest company

Members of a public interest company may apply to court for an order removing the auditor if they represent at least 5% of the voting rights or 5% in nominal value of the company’s share capital, and the court finds proper grounds. The Companies Act expressly says that a difference of opinion about accounting treatment or audit procedures, by itself, is not proper grounds. This is a specialist legal route, not an automatic remedy for dissatisfaction.

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If the auditor has resigned or ceased office

The Act requires statements about an auditor’s departure to be deposited in specified circumstances. For a quoted company, the departing auditor must deposit a statement of the circumstances connected with ceasing office; qualifying members’ publication rights may also cover relevant departure circumstances. The exact duties depend on the company and the reason for departure. Check the applicable statutory provisions and the company’s filings rather than assuming every departure follows the same disclosure process.

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