Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 325

325. (1) Despite this Part, an exempt proprietary company that is an unlimited
company need not appoint an auditor at an annual general meeting, whether that
meeting is the first annual general meeting held after the company is
incorporated as, or converts to, such a company or is a subsequent annual
general meeting, if:

   (a)  at the date of the annual general meeting no member of the company is
        a person other than a natural person, an exempt proprietary company,
        that is an unlimited company, or an exempt proprietary company of a
        State or Territory that is an unlimited company of that State or
        Territory; and

   (b)  not more than 1 month before the annual general meeting, all the
        members of the company have agreed that the company need not appoint
        an auditor.

(2) The directors of an exempt proprietary company that is an unlimited
company need not comply with subsection 327 (1) if:

   (a)  all the members of the company have agreed, on a day not later than 14
        days after the incorporation of the company, that the company need not
        appoint an auditor; and

   (b)  between the day of the incorporation of the company and the day
        referred to in paragraph (a), no member of the company is a person
        other than a natural person, an exempt proprietary company that is an
        unlimited company, or an exempt proprietary company of a State or
        Territory that is an unlimited company of that State or Territory.

(3) Where a company, by reason of the circumstances referred to in subsection
(1) or (2), does not have an auditor, a secretary of the company shall record
a minute to that effect in the book containing the minutes of the proceedings
of general meetings of the company.

(4) An exempt proprietary company that is an unlimited company and that at an
annual general meeting did not appoint an auditor shall at the next annual
general meeting of the company appoint an auditor unless the conditions
referred to in subsection (1) are satisfied.

(5) Within 1 month after:

   (a)  a company that by reason of the circumstances referred to in
        sub-section (1) or (2) does not have an auditor ceases to be an exempt
        proprietary company or ceases to be an unlimited company; or

   (b)  a body corporate other than:

        (i)    an exempt proprietary company that is an unlimited company; or

        (ii)   an exempt proprietary company of a State or Territory that is
               an unlimited company of that State or Territory;
becomes a member of an exempt proprietary company that, by reason of the
circumstances referred to in subsection (1) or (2), does not have an auditor;
the directors of the company shall appoint, unless the company at a general
meeting has appointed, a person or persons, a firm or firms, or a person or
persons and a firm or firms, as auditor or auditors of the company.

(6) A person or firm appointed as auditor of a company under sub-section (5)
holds office, subject to this Division, until the next annual general meeting
of the company.