Companies must appoint their statutory auditor in accordance with Section 139 of the Companies Act, 2013 and applicable rules. The correct process depends on whether the appointment is a first auditor, subsequent auditor, reappointment, casual vacancy, government-company appointment or another special situation. CorporateWalla assists with auditor eligibility checks, appointment/reappointment documentation, resolutions, consent and applicable MCA filing compliance.
Auditor appointment is the statutory process through which a company appoints an eligible auditor or audit firm to audit its financial statements.
The appointment process can differ depending on:
These are not the same process.
The first auditor is generally appointed by the Board of Directors within the statutory period after incorporation.
If the Board fails to appoint the first auditor within the prescribed period, the members have a statutory appointment mechanism.
The exact statutory timeline and procedure should be checked against the current Act and applicable rules for the company's circumstances.
After the first auditor's tenure, appointment/reappointment generally follows the statutory member-approval framework under Section 139.
The company should also check:
An existing auditor may be eligible for reappointment if:
Reappointment should not be treated as automatic merely because the auditor has completed the previous year.
For companies covered by mandatory rotation, reappointment must be tested against the applicable tenure limits. See Auditor Rotation Compliance.
The company should review:
Before appointment, confirm the auditor is not disqualified under Section 141.
Review:
The proposed auditor should provide the required consent and confirmation of eligibility before appointment.
The company should retain:
The declaration format should be checked against the current rules for the company and appointment type.
A casual vacancy can arise, for example, when an auditor resigns.
The appointment mechanism depends on the reason for vacancy and the type of company.
Where a vacancy arises due to resignation, the statutory process differs from a vacancy arising for another reason.
Do not treat every casual vacancy as an ordinary annual reappointment.
The auditor's existing tenure reaches the relevant appointment/reappointment stage and the company decides whether the auditor can continue.
The auditor voluntarily leaves office before expiry of the term and a casual vacancy process follows. See Auditor Resignation & Replacement.
Removal is a separate statutory process for ending the auditor's term before expiry.
It generally involves additional statutory safeguards and Central Government approval under Section 140(1). See Auditor Removal.
For a newly incorporated non-government company, the first auditor process should be completed within the statutory framework.
The company should not wait until the first annual general meeting if the law requires an earlier first-auditor appointment.
The exact appointment deadline should be checked for the company's incorporation date and applicable provisions.
For subsequent appointments, the company should check the statutory term and the applicable AGM/member-approval requirements.
Reappointment should be documented even where the same auditor continues.
Where mandatory rotation applies, reappointment should not be processed without the tenure and cooling-off analysis.
Auditor appointment and audit fee are related but distinct.
The company should document:
CorporateWalla's professional fee for appointment assistance is not the same as the auditor's statutory audit remuneration.
Where an audit committee is applicable, its recommendation and other committee requirements should be followed before the matter goes to the Board/shareholders as required.
Listed and specified companies can have additional governance requirements.
Government companies can follow a separate appointment framework under Section 139 and related provisions.
The appointment may involve the CAG rather than the ordinary private-company process.
A government-company engagement should therefore be handled as a separate workflow. See Auditor Appointment in Special Cases.
LLPs are governed by the LLP Act and Rules, not the Companies Act auditor-appointment framework for companies. A Section 139 auditor-appointment workflow does not automatically apply to LLPs.
Listed companies should additionally consider:
The first-auditor process has a different statutory mechanism.
Covered companies must assess tenure before reappointment.
Section 141 should be checked before appointment.
The underlying appointment is made through the statutory corporate process; filing is the reporting/compliance step.
Eligibility, independence and rotation can change the outcome.
Resignation and other casual vacancies have specific procedures.
Government-company appointment has a separate framework.
LLPs are governed by a separate legal framework.
SEBI and listing requirements can add governance and disclosure obligations.
Auditor appointment/reappointment assistance is scope-based.
Fees may depend on:
The auditor's statutory audit remuneration is separate from CorporateWalla's compliance-assistance fee where applicable.
Timeline depends on:
There is no universal fixed completion period or approval guarantee.
Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.
Timeline: Quoted on appointment type and company status
Timeline: Quoted on auditor history and approvals required
Timeline: Quoted on company type, group structure and special requirements
Every price above is a professional fee, excluding GST and government charges. 50% on delivery.
Auditor appointment and reappointment assistance is quoted on scope, because the work depends on first vs subsequent appointment, reappointment, rotation analysis, company type, listed / unlisted and government-company status, group structure, Board / shareholder documentation, MCA filing requirements and any special compliance issues. The auditor's statutory audit remuneration is separate from CorporateWalla's compliance-assistance fee.
Determine whether the case is a first auditor, subsequent appointment, reappointment, casual vacancy, rotation, government company or listed / special-sector appointment.
Check the previous auditor, appointment dates, terms, rotation status, resignation / removal, cooling-off and firm / partner history.
Perform the Section 141 review.
Review financial interests, loans / guarantees, business relationships, family / relative interests, non-audit services and professional restrictions.
Collect the proposed auditor's consent and eligibility confirmation.
Prepare and approve the relevant Board resolution where required. The Board process varies by appointment scenario.
Where shareholder approval is required, prepare the general meeting notice, explanatory statement where applicable, ordinary resolution or other resolution as required by the applicable law, and appointment terms.
File the applicable statutory appointment information within the prescribed period and maintain the filing acknowledgement.
Maintain the auditor register / details, resolutions, consent, eligibility declaration, appointment letter, filing acknowledgement and rotation / tenure record.
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The proposed auditor is reviewed against Section 141, independence and, where applicable, rotation and cooling-off before appointment.
The correct route is followed for first auditor, subsequent appointment and reappointment, with the auditor history documented.
Board resolutions, general meeting notices, explanatory statements and the auditor's written consent and eligibility declaration are prepared and retained.
The applicable statutory appointment information is filed within the prescribed period and the filing acknowledgement is maintained.
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