ASIC Form 5232 Sets Consent Process for CCIV Auditor Resignation or Removal

Key Takeaways

• ASIC Form 5232 (version dated July 1, 2022) is the required application for consent to remove or resign an auditor of a retail corporate collective investment vehicle (CCIV).
• The form requires detailed declarations from both the corporate director and the auditor, and the change takes effect only after ASIC consents and the required disclosures are made.
• Compliance teams at CCIV operators and audit firms should build the process into governance procedures to avoid invalid auditor changes and false-declaration exposure.

Deep Dive

ASIC Form 5232 (version dated July 1, 2022) is the required application for consent to remove or resign an auditor of a retail corporate collective investment vehicle (CCIV). The form requires detailed declarations from both the corporate director and the auditor, and the change takes effect only after ASIC consents and the required disclosures are made. Compliance teams at CCIV operators and audit firms should build the process into governance procedures to avoid invalid auditor changes and false-declaration exposure.

Form 5232 applies only to retail CCIVs and is issued under sections 331AC(1), 331AC(2), 331AC(7) and 1232R(2) of the Corporations Act 2001. The dating of this item is worth noting: the form itself carries a July 1, 2022 version date, while the update is listed as September 16, 2026. Teams should confirm whether this is a re-publication or a substantive change before assuming new obligations. Either way, it is the operative template for CCIV auditor changes. A separate Form 5213 applies to compliance plan auditors, and Form 5233 is a post-change notification.

The form requires dual declarations. For a removal, the corporate director lodges the application and the auditor signs a statement. For a resignation, the auditor lodges and a director or secretary of the corporate director signs. Directors must declare, after proper enquiries, that there are no disagreements with the auditor, no circumstances ASIC should be told about, and no impediments to completing any audit. For a removal, they must also confirm written notice to the auditor, written confirmation from a proposed replacement auditor, and a signed directors' resolution appointing that replacement. Auditors must declare that all section 311 reportable matters have been reported, that there are no disagreements and no evidence of opinion shopping (as defined in RG 26), and that the directors have been notified of a resignation. They must also disclose any adverse or disclaimer opinions or qualifications within the two most recent financial years and any subsequent interim period. Exceptions go in annexures, which must meet formatting and signing requirements.

A removal application must be lodged within 14 days after the removal resolution. A resignation application should be lodged at least 3 weeks before the proposed resignation date. If ASIC consents, the change takes effect only when the corporate director makes the RG 26 disclosure. A disclosing entity must give a standalone continuous disclosure notice to ASIC and the market operator. A non-disclosing CCIV must notify its members. Within 14 days after the change, the corporate director must lodge Form 5233 under s331AC(7). A lodgement fee applies. ASIC consent is not automatic, and the incumbent auditor remains in office until consent is granted.

Recommended actions:

(1) embed Form 5232 in auditor change procedures with a timeline tracker covering the 14-day, 3-week and post-consent deadlines;

(2) document the "proper enquiries" behind each declaration, including evidence on disagreements and opinion shopping;

(3) pre-arrange replacement auditor confirmations and board resolutions;

(4) prepare continuous disclosure and member notice templates;

(5) confirm the correct form is used for the CCIV auditor versus the compliance plan auditor; and (6) train signatories on their authority and on the offense of providing false or misleading information to ASIC.

errors or omissions may delay consent, leave an auditor gap, or cause an ineffective change that creates reporting and audit continuity issues near reporting deadlines. Inaccurate declarations expose signatories to personal liability. Missed disclosures can also create continuous disclosure breaches. Overall impact is moderate and primarily operational and governance-related for CCIV operators and their auditors.

Source: Australian Securities and Investments Commission