ADVOKS GLOBAL · KENYA
Companies Act
740. Special notice required for resolution removing auditor from office
Edition: 2024-12-27 · In force
740. Special notice required for resolution removing auditor from office
(1)Special notice is required for a resolution at a general meeting of a company removing an auditor from office.(2)On receipt of notice of such an intended resolution, the company shall immediately serve a copy of the notice on the auditor proposed to be removed.(3)The auditor proposed to be removed may, with respect to the intended resolution—(a)make written representations to the company, not exceeding two thousand words; and(b)request the company to notify the representations to the company's members.(4)The company shall—(a)in any notice of the resolution given to members of the company, state that the representations have been made; and(b)send a copy of the representations to every member of the company to whom notice of the meeting is or has been sent.(5)The company is not required to send copies of the representations to the members if the members would not receive their copies of the representations before the beginning of the meeting.(6)If a copy of any such representations is not sent out as required because it was received too late or because of the company's default, the auditor may, require the representations to be read out at the meeting.(7)The fact that the company complies with the auditor's request under subsection (6) does not affect the auditor's right to be heard at the meeting.(8)If the company or a person affected claims that the representations made by the auditor contain defamatory matter, the company or person may apply to the Court for an order under subsection (9). The auditor is entitled to be served with a copy of such an application and to be heard at the hearing of the application by the Court.(9)On the hearing of such an application, the Court shall, if satisfied that the representations of the auditor contain defamatory matter, make an order that they need not be sent out to the company's members and need not be read out at the meeting, but if not so satisfied, it shall dismiss the application.(10)If the Court has made an order under subsection (9)—(a)copies of the auditor's representations need not be sent out to the company's members; and(b)those representations need not be read out at the meeting.