Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 278

278. (1) Notwithstanding the provisions of this Part, an exempt proprietary
company that is an unlimited company is not required to 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 a corporation that, under the law of a
        State or of another Territory, is an exempt proprietary company that
        is an unlimited company; and

   (b)  not more than one month before the annual general meeting, all the
        members of the company have agreed that it is not necessary for the
        company to appoint an auditor.

(2) The directors of an exempt proprietary company that is an unlimited
company are not required to comply with sub-section 280 (1) if-

   (a)  all the members of the company have agreed, on a date not later than
        14 days after the incorporation of the company, that it is not
        necessary for the company to appoint an auditor; and

   (b)  between the date of the incorporation of the company and the date
        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 a corporation that under the law of a State or of
        another Territory is an exempt proprietary company that is an
        unlimited company.

(3) Where a company, by reason of the circumstances referred to in sub-section
(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 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 sub-section (1) are satisfied.

(5) Within one 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)   a corporation that under the law of a State or of another
               Territory is an exempt proprietary company that is an
               unlimited company,

becomes a member of an exempt proprietary company that, by reason of the
circumstances referred to in sub-section (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.