Old / New director to sign Audited Report

[Michelle Lai]

Dear all,

Audited report dated 15 October and there was change in director on 24 October , understand that the audited report CANNOT sign by new director . ( management refuse to change the audited report date)

Question :

How about the director resolution to approve the audited report, can it be sign by NEW director ?

[Strong Eagle]

Not enough information. How many directors total? Who did the audit?

[Michelle Lai]

Not enough information. How many directors total? Who did the audit?

Hi

Total there is 2 director but question now is one of the existing director like to resign from the board ( this 2 director in good term no argument )

Management was thinking to change the director to save the trouble for this oversea director to sign.

So oversea director resign and be replace with new local director question now is :

Q1 auditor insist the old director to sign the report because report dated 15 October before change in directorship ( director also disagree to extend the report date because this will caused increase in penalties)

Q2 can the director resolution to approve the report sign by NEW director ?

Thanks

[livingontheedge]

Q1 the auditor is correct

Q2 the director resolution has to be dated the same date as the director report and audit report, so the new director can't sign that director resolution since it will be dated before his appointment

the directors on the date (being only the 2 of them) have a statutory obligation to sign the director report since they were the directors on the date of the audit/director report

[Strong Eagle]

If the director change has not yet been made, then the old director should sign both the audit report and the directors resolution.

If the director change has already been made, then your auditor is flat out wrong. A resigned director cannot sign anything in a director capacity because... well... they are resigned. The new director has all fiduciary responsibility regardless of the date of the report. He/she can sign or reject as she/he sees fit because she/he is the director.

[Michelle Lai]

thanks for reply.

But the auditor argue that the report was dated 15 October and change in director only on 24 October ( they refuse to change the report date)

Any rule or regulation stated that the report must only signed by old director ? Thanks

[Strong Eagle]

thanks for reply.

But the auditor argue that the report was dated 15 October and change in director only on 24 October ( they refuse to change the report date)

Any rule or regulation stated that the report must only signed by old director ? Thanks

Ask your auditor this: The person is no longer a director. They have no legal relationship on behalf of the company. How can they sign for the company. You're auditor is full of crap.

And, here's the other thing. I take over on Oct 24. It is my fiduciary duty to determine the company's finances. I can choose to accept or reject the auditor's report. It's my job, not the guy who is no longer with the company.

It's just stupid. How does the auditor think that someone who is not a director needs to sign the reports? It doesn't matter what the date is.

[mkv]

HI All

If my understanding is right, the report signed date 15 Oct which means he is a director as per record. resignation is taken place only on 24 Oct.

The auditor is right.

[livingontheedge]

Even though the resigning Director has ceased all legal obligations, as of the date of the report he has a statutory/legal obligation to the report, financial statements and Company.

And honestly, quite odd, that the new incoming Director signing the report is not a Director in office as of the date of the report - the report would spell out all the Directors in office as of the date of the report.

But I am quite surprised the auditors seem to care about the Directors' Report and Statement by Directors considering it is not within the scope of their audit.

[Strong Eagle]

But I am quite surprised the auditors seem to care about the Directors' Report and Statement by Directors considering it is not within the scope of their audit.

Bingo! The whole thing is a tempest in a tea pot.

[livingontheedge]

Why don't you just have the Director resign before the date of the audit/director report and just get the one remaining Director to sign on the report. Subsequently after the date of the report appoint the new Director. You only need one local Director.

[Michelle Lai]

Thanks for all reply..