### Companies Ordinance 《公司條例》

418. Cessation of office
(1) If, while holding office as auditor of a company, a person ceases to be eligible, or becomes disqualified, for appointment as auditor of the company under Subdivision 2, the person—
(a) immediately ceases to be auditor of the company; and
(b) must notify the company of the cessation in writing within 14 days from the date of the cessation.
(2) A person who contravenes subsection (1)(b) commits an offence and is liable to a fine at level 4.
(3) If a person is charged with an offence under subsection (2), it is a defence to establish that the person did not know, and had no reason to believe, that the person had ceased to be eligible, or had become disqualified, for appointment as auditor of the company under Subdivision 2.

419. Company may remove auditor
(1) A company may by an ordinary resolution passed at a general meeting remove a person from the office of auditor despite—
(a) any agreement between the person and the company; or
(b) anything in the company’s articles.
(2) Special notice is required for an ordinary resolution proposed for the purposes of subsection (1).

Note—See also section 578 which sets out the requirements regarding special notice.(3) On receipt of a special notice, the company must send a copy of it to the person proposed to be removed.
(4) If an ordinary resolution for the removal is passed, the company must deliver a notice in the specified form of that fact to the Registrar for registration within 15 days beginning on the date on which it is passed.
(5) If a company contravenes subsection (4), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

420. Removed auditor not deprived of compensation, damages, etc.
Section 419 does not deprive a person of compensation or damages payable to the person in respect of the person ceasing—
(a) to hold office as auditor of a company; or
(b) to hold any appointment that is terminated with the termination of the person’s appointment as auditor.

### Companies Ordinance 《公司條例》

421. Resigning auditor may requisition meeting
(1) If a person gives under section 417(1) a notice of resignation that is accompanied by a statement of circumstances given under section 424(a), the person may, by another notice given to the company with the notice of resignation, require the directors to convene a general meeting of the company for receiving and considering the explanation of the circumstances connected with the resignation that the person places before the meeting.
(2) Within 21 days beginning on the date on which the company receives that other notice, the directors must convene a general meeting for a date falling within 28 days after the date on which the notice convening the meeting is given.
(3) If the directors of a company contravene subsection (2), every director who failed to take all reasonable steps to secure that a general meeting was convened as required by that subsection commits an offence and is liable—
(a) on conviction on indictment to a fine of $150,000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.

### Companies Ordinance 《公司條例》

423. Cessation statement in relation to written resolution
(1) This section applies if a company sends a copy of a written resolution to a person under section 401(3)(b)(i).
(2) The person may, within 14 days after receiving a copy of the written resolution from the company—
(a) give the company a statement by the person that sets out in reasonable length the circumstances surrounding the termination of the appointment as auditor; and
(b) require the company to send a copy of the statement to every member at the same time when the written resolution is circulated under section 550 or 552.
(3) Section 553 applies to the circulation of the written resolution as if the reference to 21 days in section 553(3) were replaced by a reference to 28 days.
(4) Unless exempted by an order under subsection (5), the company must comply with a requirement made under subsection (2)(b).
(5) On application by the company or by anyone who claims to be aggrieved, the Court may order that the company is exempted from complying with the requirement, if it is satisfied that the person who has given a statement and made a requirement under subsection (2)—
(a) has abused the right to do so; or
(b) has used such a right to secure needless publicity for defamatory matter.
(6) If a company contravenes subsection (4), the written resolution is ineffective.

424. Duty of resigning auditor to give statement
A person who resigns from office under section 417(1) must, on the resignation, give the company—
(a) if the person considers that there are circumstances connected with the resignation that should be brought to the attention of the company’s members or creditors, a statement of those circumstances; or
(b) if the person considers that there are no such circumstances, a statement to that effect.

### Companies Ordinance 《公司條例》

425. Duty of auditor who retires or is removed to give statement
(1) Subject to subsection (3), a person whose appointment as auditor is terminated under section 416(1)(a) or (d) must, on the termination, give the company—
(a) if the person considers that there are circumstances connected with the termination that should be brought to the attention of the company’s members or creditors, a statement of those circumstances; or
(b) if the person considers that there are no such circumstances, a statement to that effect.
(2) Such a person must send a statement mentioned in subsection (1) to the company so that it will be received by the company—
(a) where the person’s term of office expires because the person is not deemed to be reappointed as auditor under section 403(2)(d), at least 14 days before the end of the appointment period in relation to the next financial year; or
(b) in any other case, within 14 days beginning on the date of termination.
(3) Subsection (1) does not apply if—
(a) the person’s appointment is terminated under section 416(1)(a); and
(b) the person—
(i) is appointed as auditor of the company for a term immediately following the term of office that expires; or
(ii) is deemed by section 403 to be reappointed as auditor of the company for the next financial year.
(4) A person who contravenes subsection (1) or (2) commits an offence and is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(5) If a person is charged with an offence under subsection (4), it is a defence to establish that the person took all reasonable steps to secure compliance with subsection (1) or (2) (as the case may be).