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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 falls within its remit, and—in defined circumstances—seek to publish a statement, vote to remove the auditor, or apply to court. These routes have different eligibility rules and do not apply to every company. First check where the company is incorporated and which law governs its audit; the steps below describe UK rules, not a universal process.
Start by identifying the company and the concern
Check the company’s incorporation, the type of company, the meeting notice and the relevant accounts. In particular, do not assume that every listed issuer is a “quoted company” for the statutory publication procedure: that term has a specific legal definition, which should be checked for the financial year in question.
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Set out the concern in a factual, documented way. Identify the relevant audit, report, conduct or departure, and distinguish evidence of a possible problem from disagreement with an accounting judgment. You can raise the issue with the board, audit committee chair, company secretary and auditor. A direct approach does not replace a statutory or regulatory route where one is available.
Require publication of a statement at a quoted company
Members of a UK quoted company who meet a statutory threshold can require the company to publish a statement on its website ahead of the next accounts meeting. The statement can address the audit of the accounts to be laid before that meeting, the auditor’s report or the conduct of the audit. It can also concern circumstances connected with an auditor ceasing office since the preceding accounts meeting. See Companies Act 2006, sections 527–531.
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Check whether enough members qualify
The request must meet either of these alternatives:
- Members who together hold at least 5% of the total relevant voting rights; or
- At least 100 members entitled to vote, whose shares have an average paid-up amount of at least £100 per member.
Meet the request requirements and deadline
A request can be made electronically or in hard copy. It must identify and authenticate the statement and reach the company at least one week before the relevant meeting. Allow time for delivery and confirm the meeting date and the company’s applicable procedures before submitting it.
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Complain to the FRC when the audit is within its remit
The FRC handles complaints about company audits within its scope. Its guidance says to send a complaint about an in-scope audit directly to the FRC, and to consider complaining directly to the auditor as well. For other audits, the FRC directs complainants to raise the matter with the auditor or firm first. Check the FRC’s current scope and complaint instructions before filing. The FRC asks for clear, accurate submissions and cautions that it may not answer extensive lists of questions point by point.
A regulatory complaint is separate from company action: it does not itself remove the auditor or guarantee a particular outcome.
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Vote to remove the auditor at a meeting
Under the Companies Act 2006, members can remove an auditor from office by ordinary resolution at a meeting, subject to special notice. The company must send notice of the proposed resolution to the auditor. The auditor may make written representations for circulation to members and has a right to speak at the meeting on business concerning the auditor. The procedure is set out in Part 16 of the Companies Act 2006.
If the resolution passes, Companies House guidance says the company must file form AA03 within 14 days. Removal can also raise compensation or damages questions; the vote should not be treated as necessarily cost-free. See the government’s guidance on the life of a company and auditor removal.
Consider a court application only for a public interest company
For a UK public interest company, members may ask a court to remove the auditor if they represent at least 5% of the voting rights or 5% in nominal value of the share capital, and the court finds proper grounds. The Act says that divergence of opinion over accounting treatment or audit procedures, by itself, is not proper grounds. This is a specialist legal route, not a general remedy for dissatisfaction. The statutory provisions are in Companies Act 2006, Part 16.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.If the auditor has resigned or otherwise left office
There are statutory duties to deposit statements about an auditor’s departure in specified circumstances. For a quoted company, the departing auditor must deposit a statement of the circumstances connected with ceasing office; qualifying members may also use the quoted-company publication process for relevant departure circumstances. The exact disclosure duties depend on the company and reason for departure. Check the applicable provisions in sections 527–531 of the Companies Act 2006 and review the company’s filings.
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Quick Recap
Choose the route that matches the outcome you want
| Route | Who it applies to | Purpose and key condition |
|---|---|---|
| Raise the issue with the company or auditor | Shareholders can make a direct approach; no statutory threshold is stated for this informal step. | Put a concern on the relevant parties’ radar with a clear, evidence-based explanation. |
| Require publication of a statement | Qualifying members of a UK quoted company. | Publish a statement about the coming accounts meeting’s audit, report, audit conduct or specified auditor-departure circumstances; the statutory threshold and one-week deadline apply. |
| Complain to the FRC | Complainants with a concern about an audit within the FRC’s scope; other audit complaints should first go to the auditor or firm. | Seek regulatory scrutiny. The complaint does not itself remove the auditor. |
| Pass a removal resolution | Members voting at a meeting, subject to special notice and the auditor’s procedural rights. | Remove the auditor from office by ordinary resolution; compensation or damages may also be relevant. |
| Apply to court | Qualifying members of a UK public interest company. | Seek a court order on proper grounds; the statutory member threshold applies, and disagreement over accounting treatment or audit procedures alone is insufficient. |
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