ASIC Form 5113 Sets Requirements for Compliance Plan Auditor Resignation From Registered Schemes

Key Takeaways

• ASIC has published Form 5113 (version dated December 12, 2024) for compliance plan auditors seeking consent to resign from a registered scheme under section 601HH(2) of the Corporations Act 2001.
• The form is optional, but it consolidates the declarations, supporting documents, and timing expectations ASIC applies under Regulatory Guide 26.
• Responsible entities and auditors should plan any auditor transition well ahead, because ASIC consent is not automatic and cannot be back-dated.

Deep Dive

ASIC has published Form 5113 (version dated December 12, 2024) for compliance plan auditors seeking consent to resign from a registered scheme under section 601HH(2) of the Corporations Act 2001. The form is optional, but it consolidates the declarations, supporting documents, and timing expectations ASIC applies under Regulatory Guide 26. Responsible entities and auditors should plan any auditor transition well ahead, because ASIC consent is not automatic and cannot be back-dated.

The form requires the auditor to declare, after proper enquiries, that:
- All matters reportable under subsections 601HG(4), (4A) or (4B) have been reported, and any further matters arising before the resignation takes effect will also be reported.
- The auditor knows of no disagreements with management or directors, no evidence of opinion shopping, no other circumstances connected with ceasing office that ASIC should know about, and no reasons the audit cannot be completed.
- The directors of the responsible entity have been notified in writing of the application.

The auditor must also state the reasons for resigning, the timing and its effect on audit effectiveness, and whether an adverse or disclaimer opinion or qualification was issued within the two most recent financial years and any subsequent interim period. The form must be signed by the individual auditor, an ASIC registered company auditor of the firm, or a current director of an authorized audit company. Providing false or misleading information is an offense.

Supporting documents are mandatory:
- Written confirmation from the proposed incoming auditor that it will accept the appointment, subject to ASIC approval. If the change is close to the reporting deadline, it must also confirm it can conduct an effective audit before that deadline.
- A signed directors' resolution appointing a replacement auditor, subject to ASIC approval.
- Written confirmation from the responsible entity, signed by a director or secretary, that there are no disagreements with the auditor.

Annexures must meet formal requirements, including A4 paper, scheme name and ARSN, consecutive page numbering, a prescribed endorsement, and signature by the same signatory as the form.

On timing, applications should be lodged at least 4 weeks before the proposed resignation date. Consent takes effect on the latest of the consent date, the date in the auditor's resignation notice, or a date ASIC specifies. Consent cannot be back-dated, and until consent is granted the auditor remains in office. After resignation, the responsible entity must lodge Form 5114 as soon as practicable under s601HI. Disclosing entities may need to make a continuous disclosure notice. Other schemes should post a public notice on the responsible entity's website around the effective date, naming the outgoing and incoming auditors and the reason for the change.

Compliance teams should build auditor-change procedures that include a lodgement calendar with a buffer beyond 4 weeks, and a checklist for the supporting documents. They should also have a disclosure workflow and a process for lodging Form 5114. Responsible entities should document any disagreements and avoid any appearance of opinion shopping. They should also avoid transitions near reporting deadlines. Failure to follow the process risks audit gaps, regulatory scrutiny, breach of continuous disclosure or notification obligations, and potential false-statement exposure for signatories.

Source: Australian Securities and Investments Commission