unless:
- (d)
- at least 1 member of the firm is a registered company auditor who is
ordinarily resident in Australia; and
- (e)
- the business name under which the firm is carrying on business is
registered under a law of a State or Territory relating to the registration of
business names or a return in the prescribed form has been lodged showing, in
relation to each member of the firm, the member's full name and address as at
the time when the firm so consents, acts or prepares a report; and
- (f)
- no member of the firm, and no body corporate in which a member of the firm
has a substantial holding, owes more than $5,000 to the company, to a related
body corporate or to an entity that the company controls; and
- (g)
- except where the company is a proprietary company, no member of the firm
is:
- (i)
- an officer of the company; or
- (ii)
- a partner, employer or employee of an officer of the company; or
- (iii)
- a partner or employee of an employee of an officer of the company; and
- (h)
- except where the company is a proprietary company, no officer of the
company receives any remuneration from the firm for acting as a consultant to
it on accounting or auditing matters.
(3) For the purposes of paragraphs (1)(e) and (2)(f), disregard a debt
owed by a natural person to a body corporate or entity if:
- (a)
- the
body corporate or entity is:
- (i)
- an Australian ADI; or
- (ii)
- a body corporate registered under the Life Insurance Act 1995 ; and
- (b)
- the debt arose because of a loan that the body corporate or entity made to
the person in the ordinary course of its ordinary business; and
- (c)
- the person used the amount of the loan to pay the whole or part of the
purchase price of premises that the person uses as their principal place of
residence.
(4) For the purposes of subsections (1) and (2), a person is taken to be
an officer of a company if:
- (a)
- the person is an officer of a
related body corporate or of an entity that the company controls; or
- (b)
- except where ASIC, if it thinks fit in the circumstances of the case,
directs that this paragraph is not apply in relation to the person in relation
to the companythe person has, at any time within the immediately
preceding period of 12 months, been an officer or promoter of the company, of
a related body corporate or of an entity that the company controlled at that
time.
(5) For the purposes of this section, a person is not taken to be an officer
of a company by reason only of being or having been the liquidator of that
company, of a related body corporate or of an entity that that company
controls or has controlled.
(6) For the purposes of this section, a person is not taken to be an officer
of a company merely because of one or more of the following:
- (a)
- having been
appointed as auditor of the company, of a related body corporate or of an
entity that the company controls or has controlled;
- (b)
- having been appointed, for any purpose relating to taxation, as public
officer of a body corporate, an unincorporated body or a trust estate;
- (c)
- being or having been authorised to accept, on behalf of the company, a
related body corporate or an entity that the company controls or has
controlled, service of process or notices.
(7) The appointment of a firm as auditor of a company is taken to be an
appointment of all persons who are members of the firm and are registered
company auditors, whether resident in Australia or not, at the date of the
appointment.
(8) Where a firm that has been appointed as auditor of a company is
reconstituted by reason of the death, retirement or withdrawal of a member or
members or by reason of the admission of a new member or new members, or both:
- (a)
- a person who was taken under subsection (7) to be an auditor of the
company and who has so retired or withdrawn from the firm as previously
constituted is taken to have resigned as auditor of the company as from the
day of his or her retirement or withdrawal but, unless that person was the
only member of the firm who was a registered company auditor and, after the
retirement or withdrawal of that person, there is no member of the firm who is
a registered company auditor, section 329 does not apply to that
resignation; and
- (b)
- a person who is a registered company auditor and who is so admitted to the
firm is taken to have been appointed as an auditor of the company as from the
day of his or her admission; and
- (c)
- the reconstitution of the firm does not affect the appointment of the
continuing members of the firm who are registered company auditors as auditors
of the company;
but nothing in this subsection affects the operation of subsection (2).
(9) Except as provided by subsection (8), the appointment of the members
of a firm as auditors of a company that is taken by subsection (7) to
have been made by reason of the appointment of the firm as auditor of the
company is not affected by the dissolution of the firm.
(10) A report or notice that purports to be made or given by a firm appointed
as auditor of a company is not taken to be duly made or given unless it is
signed in the firm name and in his or her own name by a member of the firm who
is a registered company auditor.
(11) Without limiting the generality of section 1311, if, in
contravention of this section, a firm consents to be appointed, or acts as,
auditor of a company or prepares a report required by this Act to be prepared
by an auditor of a company, each member of the firm is guilty of an offence.
(12) Where it is, in the opinion of ASIC, impracticable for a proprietary
company to obtain the services of a registered company auditor as auditor of
the company by reason of the place where the company carries on business, a
person who is, in the opinion of ASIC, suitably qualified or experienced and
is approved by ASIC for the purposes of this Act in relation to the audit of
the company's financial reports may be appointed as auditor of the company,
subject to such terms and conditions as are specified in the approval.
(13) A person appointed in accordance with subsection (12) is, in
relation to the auditing of the company's financial reports (if any), but
subject to the terms and conditions of the approval under that subsection,
taken to be a registered company auditor and the provisions of this Act apply,
with the necessary modifications, in relation to the person accordingly.
(14) Where a person approved by ASIC under subsection (12) is acting as
auditor of a company, ASIC may at any time, by notice in writing given to the
company:
- (a)
- amend, revoke or vary the terms and conditions of its approval;
or
- (b)
- terminate the appointment of that person as auditor of the company.
(15) A notice under subsection (14) terminating the appointment of a
person as auditor of a company takes effect as if, on the date on which the
notice is received by the company, the company had received from the person
notice of the person's resignation as auditor taking effect from that date.
(16) A person must not:
- (a)
- if the person has been appointed auditor of a
companyknowingly disqualify himself or herself while the appointment
continues from acting as auditor of the company; or
- (b)
- if the person is a member of a firm that has been appointed auditor of a
companyknowingly disqualify the firm while the appointment continues
from acting as auditor of the company.