To change a company's statutory auditor, follow the route that fits the event: a resignation creates a casual vacancy that the Board fills within 30 days (members approve within three months), a new auditor can be appointed at the AGM when the term ends, and removal before the term ends needs prior Central Government approval (Form ADT-2) and a special resolution. The new auditor's appointment is filed with the Registrar in Form ADT-1 within 15 days, and a resigning auditor files Form ADT-3 within 30 days. CorporateWalla assists with auditor appointment documentation, consent and eligibility coordination, resolutions, disclosures and applicable MCA filings.
Important: Auditor appointment is a regulated statutory process. It is not simply a matter of selecting a CA firm and uploading one form.
For a non-government company under Sections 139 and 140 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014:
| Event | Who appoints / approves | Time limit | MCA forms |
|---|---|---|---|
| First auditor after incorporation | Board; if the Board fails, members at an EGM | Board within 30 days of registration; EGM within 90 days | ADT-1 by the company within 15 days of the meeting |
| Auditor resigns (casual vacancy) | Board fills the vacancy; members approve at a general meeting | Board within 30 days; general meeting within 3 months of the Board recommendation | ADT-3 by the outgoing auditor within 30 days of resigning; ADT-1 by the company for the new auditor |
| Casual vacancy for another reason (death, disqualification) | Board | Within 30 days | ADT-1 by the company |
| New auditor when the term ends | Members at the AGM (special notice under Section 140(4) unless the retiring auditor has completed the rotation tenure) | Term runs from that AGM to the end of the sixth AGM | ADT-1 within 15 days of the AGM |
| Removal before the term ends | Board resolution, then Central Government approval, then a special resolution of members; the auditor must be heard | ADT-2 within 30 days of the Board resolution; general meeting within 60 days of receiving approval (Rule 7) | ADT-2 to the Central Government; MGT-14 for the special resolution; ADT-1 for the replacement |
ADT-1 carries the normal MCA filing fee of ₹200 to ₹600, depending on authorised share capital, and an additional fee if filed late. Our fee is separate and excludes GST.
Government companies follow a separate route under Section 139(5) and (7), with the Comptroller and Auditor-General appointing the auditor.
A private limited company's statutory auditor resigns by letter dated 10 June 2026, partway through a five-year term.
If the company had instead wanted to drop an auditor who had not resigned, none of these short-cuts would apply; it would need the removal route through ADT-2 described below.
The Companies (Audit and Auditors) Amendment Rules, 2025 (G.S.R. 359(E), notified on 30 May 2025) replaced Forms ADT-1, ADT-2, ADT-3 and ADT-4 with new web forms from 14 July 2025.
Because ADT-3 now links back to the appointment filing, keep the earlier ADT-1 SRN to hand. We pull the earlier ADT-1 history from the company's MCA records before drafting.
The first auditor of a company is appointed under the applicable Companies Act provisions after incorporation.
After the initial period, appointment/reappointment is generally considered by shareholders at the company's annual general meeting for the applicable term. See Auditor Appointment & Reappointment.
A vacancy caused by resignation, death, disqualification or another event is dealt with under the specific casual-vacancy provisions of Section 139(8).
A statutory auditor may resign, after which the company must complete the applicable replacement and filing process. The steps are set out under Auditor Resignation below.
Removal before expiry of the auditor's term follows a separate statutory process and should not be confused with ordinary non-reappointment at the end of a term. Once the new auditor is in place, the statutory audit for the year proceeds as usual; our statutory audit guide explains what the auditor will ask for.
The proposed auditor must satisfy the eligibility and disqualification requirements under the Companies Act and applicable professional rules.
The company should check:
Not every practising CA or CA firm can automatically be appointed.
The first auditor process is different from subsequent auditor appointment.
For a company other than a government company, the Board appoints the first auditor within 30 days of the date of registration (Section 139(6)).
If the Board fails to do so, it informs the members, who appoint the auditor at an extraordinary general meeting within 90 days.
The first auditor generally holds office until the conclusion of the first annual general meeting, subject to the applicable law.
The company should consider:
The appointment term and rotation rules depend on the company's classification.
Where an auditor resigns:
An auditor's resignation does not by itself mean that the company is free from its statutory audit obligations.
The auditor's own filing is Form ADT-3, due within 30 days of the resignation under Section 140(2). The company's side, the replacement appointment and ADT-1, is usually handled together with the year's other ROC filings; our annual compliance package for private limited companies covers those.
The Companies Act provides a specific route for filling a casual vacancy caused by resignation.
The exact approval mechanism differs from other types of casual vacancy.
For a non-government company, the Board ordinarily acts on a resignation-created vacancy, subject to the applicable statutory framework and subsequent member approval where required.
Under Section 139(8)(i), the Board fills the vacancy within 30 days. Where the vacancy was caused by resignation, the appointment must also be approved by the company at a general meeting convened within three months of the Board's recommendation, and the auditor holds office until the conclusion of the next AGM.
Government-company auditor vacancies follow a different appointment framework.
Removal before the end of an auditor's term is different from non-reappointment after the term expires.
The removal process can involve:
Under Section 140(1) the auditor may be removed before the end of the term only by a special resolution, after the Central Government's prior approval (applied for in Form ADT-2), and only after the auditor has had a reasonable opportunity of being heard.
Rule 7 of the Companies (Audit and Auditors) Rules, 2014 fixes the clock: the ADT-2 application goes to the Central Government within 30 days of the Board resolution, and the general meeting to pass the special resolution is held within 60 days of receiving the approval. The special resolution is then filed in MGT-14, and the replacement auditor's appointment in ADT-1.
It is not a quick process.
Mandatory rotation applies to specified classes of companies under the Companies Act. See Auditor Rotation Compliance.
The company should check:
A five-year / ten-year rule does not apply to every company.
An LLP is not a company under the Companies Act.
LLP audit requirements arise under the LLP Act and rules and are separate from statutory auditor appointment for companies.
Government companies and specified government-controlled entities have a separate auditor appointment mechanism under the Companies Act.
The appointment route should be checked before applying the ordinary private-company process. See Auditor Appointment in Special Cases.
First auditor and casual-vacancy appointments can follow different processes.
Consent alone does not establish eligibility.
Specified companies can be subject to mandatory rotation.
They are legally different events.
Early removal can require additional approvals and safeguards.
The company should maintain a complete appointment and tenure history.
LLP audit law is different.
Current MCA V3 instructions should be checked before filing.
Approval and filing timelines depend on the appointment type and company process.
Auditor appointment/change assistance is scope-based.
Fees can depend on:
Government/MCA filing fees and professional audit/engagement fees are separate.
The timeline depends on:
Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.
Timeline: 15–30 days (indicative)
Timeline: 15–30 days (indicative)
Timeline: 15–30 days (indicative)
Government fee — paid by you at actuals
Government / MCA filing fees are separate from the professional fee. Form ADT-1 carries the normal filing fee under the Companies (Registration Offices and Fees) Rules, 2014, which runs from ₹200 to ₹600 by authorised share capital, with an additional fee if it is filed late. The ADT-2 application for removal carries the fee prescribed in the same rules. The appointed auditor's audit / engagement fee is also separate and agreed with the auditor.
Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.
Auditor appointment and change assistance is scope-based: fees depend on the appointment type, company classification, rotation, casual vacancy, resignation or removal, the number of filings, pending compliance and the complexity of corporate records. Government / MCA filing fees and the auditor's professional audit / engagement fees are separate from CorporateWalla's fee.
Identify whether the transaction is a first auditor, subsequent appointment, reappointment, casual vacancy, resignation, removal or appointment following completion of auditor tenure / rotation.
Obtain the proposed auditor's consent, eligibility / disqualification confirmation, details required for the statutory filing, firm registration details where applicable and rotation / tenure information.
Check the current auditor, date of appointment, AGM approval, term, any resignation, previous auditors, rotation applicability, pending filings and auditor-related resolutions.
Depending on the appointment type, the Board considers the proposed appointment and takes the actions required by law. For a casual vacancy caused by resignation, the company should follow the specific statutory appointment route rather than treating it as a routine reappointment.
For subsequent appointment / reappointment, the applicable shareholder approval process should be followed. The notice and resolution should contain the information required by the Companies Act.
The auditor should provide the required consent and confirmation of eligibility / non-disqualification. The company should retain these records.
The company must complete the prescribed Registrar filing for auditor appointment, where applicable. The current MCA form, filing timeline and instruction kit should be verified before submission.
Update the auditor register / records, Board / shareholder minutes, statutory records, engagement documentation and audit appointment records.
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First auditor, subsequent appointment, casual vacancy, resignation and removal are identified and handled through their own statutory processes.
The proposed auditor's consent and eligibility / disqualification confirmation are collected and retained before appointment.
Board and shareholder resolutions, notices and explanatory statements are prepared with the information the Companies Act requires.
The applicable MCA filing is completed and the auditor register, minutes and appointment records are updated.
