The auditor will not sign – what to resolve
The auditor does not sign the annual accounts. The board and the general manager sign, the general meeting approves, and the auditor then issues a separate auditor's report. Ask the auditor to be specific about which points are still open.
First find out what the auditor is actually missing
It might be missing vouchers, an uncertain inventory value, doubtful trade receivables, missing documentation of loans or related-party transactions, discrepancies in the bookkeeping, or uncertainty about the company's ability to continue as a going concern. Under the Auditors Act the auditor must communicate in writing to the board about material matters the board needs to know about, and describe what consequences those matters may have for the audit if they are not followed up. Such communications have to be numbered.
What kind of auditor's report can the company get?
An unqualified auditor's report means the auditor considers that the annual accounts give a true and fair view in accordance with the applicable accounting framework. A qualified opinion is used where there is a material error or limitation, but the problem is not so pervasive that the accounts as a whole become misleading. With an adverse opinion, the auditor considers the errors so material and pervasive that the accounts do not give a true and fair view. Where the auditor lacks sufficient audit evidence to conclude, the report instead states that the auditor is unable to express an opinion.
Going concern does not automatically mean a qualification
Where there is material uncertainty about the company's ability to continue as a going concern, the board has to assess and describe that properly in the accounts. If the disclosure is adequate, the auditor can draw particular attention to the material uncertainty without changing the audit opinion itself. If the disclosure is inadequate or misleading, a qualified or adverse opinion may be necessary.
Does the company need a clean auditor's report before 31 July?
No. A company subject to audit has to file the auditor's report together with the annual accounts, but the rules do not require the opinion to be unqualified for the documents to be filed with the Register of Company Accounts. For companies on a calendar year the filing deadline is normally 31 July. The Brønnøysund Register Centre cannot extend it, and late filing can attract a late-filing fee. In 2026 the maximum is NOK 69,940.
What if a board member refuses to sign?
Every board member has to sign the annual accounts, and the general manager has to sign where the company has one. If one of them has objections to the accounts, they are to sign with a noted reservation and give a fuller account of the objection.
Can the auditor resign, or the company change auditor?
The auditor has a duty to resign where the auditor has pointed out material breaches of statutory requirements and the company does not take steps to put them right. In other situations the auditor can only resign where the auditor is prevented from carrying out their statutory duties, or where there are other particular grounds. The company cannot simply change auditor because it disagrees. The Companies Act says expressly that a company cannot remove its auditor before the end of the term without proper cause, and disagreement about accounting treatment or audit procedures is not proper cause. Where a new auditor is to be appointed, the new auditor has to contact the previous one before accepting the engagement.
What if the company is left without an auditor?
A company subject to audit must have an approved auditor registered in the Register of Business Enterprises. If the auditor's engagement ends, the board must arrange for a new auditor to be appointed without delay. If the company has no registered auditor over time, the notice process can end in compulsory dissolution. Whether the company needs an auditor at all is a separate question – see Statutory audit – when can an AS opt out of an auditor?
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This is general guidance, not advice on your specific case. Deadlines, rates and amounts change – always check the current rules, or get in touch with us.
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