Can an auditor resign in the UAE?

Chapter 7 of Federal Decree-Law No. 32 of 2021 (the Commercial Companies Law) sets out the auditor rules for public joint stock companies, including Article 253 on dismissal and Article 254 on resignation. Article 102 then says a limited liability company must have one or more auditors elected every year by the general assembly of partners and that, except for Article 246 (the PJSC approval conditions), the PJSC auditor provisions apply to the LLC auditor, with the Competent Authority (the emirate licensing authority) taking the place of the Authority (the Securities and Commodities Authority).

So for a mainland LLC, the resignation notice and the dismissal notice go to the company and to the licensing authority that registered it, such as the Department of Economy and Tourism in Dubai. For a PJSC they go to the Securities and Commodities Authority.

Free zone companies follow their own zone regulations rather than these articles, and several zones also require you to use an auditor on the zone's approved list. Check the zone rules and see our guide to approved auditors by free zone before you appoint a replacement. Branches and DIFC or ADGM entities have their own frameworks.

Article 254 gives the auditor a clear right to step down at any time. The steps are:

1. Written notice to the company and to the regulator. The notice ends the auditor's appointment from the date it is given, or from any later date the notice sets.
2. Statement of reasons. An auditor who resigns for any reason must file a statement of the reasons with the company and the regulator. A resignation cannot be silent.
3. General assembly within 10 days. The board must invite the general assembly to convene within 10 days of the resignation filing, to consider the reasons and to appoint another auditor and determine the fees.

The reasons statement matters because it reaches the regulator and the shareholders. Auditors commonly resign over unpaid fees, a refusal to provide records, disagreement over accounting treatment, independence conflicts or suspected wrongdoing. If the reasons point to the last two, expect the incoming auditor to ask about them, and remember that Article 248(4) already allows an auditor who is not given access to records to report that to the board and then to the regulator. Treat a resignation as urgent: the year-end timetable keeps running even if the auditor leaves.

The company side is shorter. Article 253 says the company may dismiss its auditor by a decision of its general assembly; the board or managers cannot do it alone, just as Article 245 says the board cannot be delegated the power to appoint the auditor or fix the fees. The chairman must then notify the regulator of the dismissal decision and the reasons within 7 days of the decision.

In practice, for an LLC this means:

• Put the dismissal and the new appointment on the general assembly agenda (Article 94 lists appointing the auditor and setting the fee among the annual assembly's powers).
• Record the reasons in the minutes, because they must be given to the licensing authority.
• Appoint the successor at the same meeting so there is no gap.
• Send the notice within 7 days.

Dismissal is different from simply not reappointing at the next annual assembly, which is the normal route when you want a cheaper or more suitable firm. The step-by-step switching process, the clearance letter and opening balances are covered in how to change your auditor in the UAE.

Article 27 requires every joint stock company and LLC to have one or more auditors auditing its accounts every year, so a resignation does not suspend the duty to be audited. The accounts and auditor's report must still go to the general assembly within the deadline that applies to the company; for a PJSC, Article 238 sets four months from the financial year end.

For a PJSC there is a backstop: under Article 194(2), if the general assembly fails to decide on appointing an auditor at its annual meeting although the quorum is present, the Securities and Commodities Authority may appoint the auditor for one financial year and fix the fee. The Commercial Companies Law has no equivalent sentence written for the LLC, so the partners must fill the gap themselves.

Leaving the position empty creates knock-on problems: corporate tax filers that must attach audited statements under Ministerial Decision No. 84 of 2025, free zone licence renewals that require audited accounts and bank covenants can all be missed. Our page on what happens if no auditor is appointed sets out those consequences.

When an auditor resigns or you decide to remove one, work through this list:

1. Read the written notice and note its effective date.
2. Obtain the statement of reasons and decide whether any reason needs action before a new firm will accept the engagement, such as settling fees or releasing records.
3. Have the board or managers call the general assembly within 10 days of the resignation filing.
4. Shortlist replacements that are licensed by the Ministry of Economy and, where relevant, approved by your free zone or by the Securities and Commodities Authority for a PJSC.
5. Pass the appointment and fee resolution at the assembly and send any required notice to the licensing authority.
6. Brief the new auditor on the outgoing firm's reasons; independence and acceptance procedures mean it will ask.
7. Recheck the timetable for the audited accounts, the corporate tax return and any licence renewal.

Because these provisions were read from the Ministry's English translation of the original 2021 text, check the consolidated version on uaelegislation.gov.ae for later amendments before relying on the exact wording.