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Auditor Consent & Eligibility Certificate Services

Before appointing a statutory auditor, the company should obtain the proposed auditor's written consent and required eligibility confirmation and complete the corporate documentation applicable to the appointment. CorporateWalla assists with preparing and coordinating auditor consent, eligibility/disqualification declarations, Board and shareholder resolutions, appointment letters and applicable MCA filing documentation.

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What Is an Auditor Eligibility Certificate / Declaration?

For company auditor appointment, the proposed auditor is required to provide the relevant confirmation that the auditor satisfies the applicable eligibility and is not subject to the statutory disqualifications.

The precise wording and supporting information should be based on the current Companies Act, applicable Rules and the facts of the appointment.

Do not use a generic historical “eligibility certificate” template without checking the current legal requirement.

Section 139 and Section 141

Auditor appointment is principally governed by Section 139, while auditor eligibility and disqualification are addressed under Section 141.

A complete appointment document pack should therefore establish:

  • The appointment route
  • Auditor consent
  • Eligibility/disqualification status
  • Applicable rotation status
  • Required corporate approvals
  • Applicable statutory filing

What Should the Auditor Confirmation Cover?

Depending on the appointment, the confirmation can address:

  • Consent to act as auditor
  • Eligibility
  • Absence of applicable disqualification
  • Compliance with applicable professional requirements
  • Auditor/firm details
  • Partner details where relevant
  • Rotation/cooling-off status where relevant
  • Other declarations required by the applicable law

The final document should be based on the current statutory and professional requirements rather than a fixed generic template.

Appointment Letter

The company may issue an appointment letter setting out the agreed terms.

Depending on the engagement, this can cover:

  • Appointment
  • Financial year/period
  • Statutory audit scope
  • Applicable reporting framework
  • Auditor responsibilities
  • Management responsibilities
  • Access to records
  • Communication arrangements
  • Remuneration
  • Reimbursement of expenses
  • Other agreed terms

The appointment letter should not override statutory requirements.

Board Resolution

The Board resolution should reflect the actual appointment route.

It may cover:

  • Consideration of auditor consent
  • Eligibility confirmation
  • Appointment
  • Terms
  • Remuneration, where applicable
  • Authorisation for filings
  • Other implementation actions

Do not use a “Board appointment” resolution where the law requires another approving authority.

Shareholder Resolution

For appointments requiring member approval, the general meeting documentation should be prepared in accordance with the Companies Act.

Depending on the appointment:

  • Notice
  • Explanatory statement where required
  • Ordinary or other applicable resolution
  • Auditor appointment details
  • Remuneration/terms where applicable

The exact resolution should reflect the appointment circumstances.

Audit Committee Recommendation

Where an Audit Committee is applicable, its recommendation should be incorporated into the appointment workflow.

The committee may consider:

  • Auditor qualifications
  • Experience
  • Independence
  • Terms
  • Remuneration
  • Rotation
  • Other statutory/professional considerations

The exact requirements depend on the company's status and applicable law.

Auditor Rotation Declaration

For companies covered by mandatory rotation, the appointment pack should include an appropriate tenure review.

Review:

  • Previous auditor
  • Individual/firm
  • Completed tenure
  • Cooling-off
  • Common partners
  • Firm reconstitution
  • Relevant transition provisions

See Auditor Rotation.

Eligibility and Disqualification Checklist

The appointment review should consider Section 141 matters such as:

  • CA qualification
  • Firm eligibility
  • Officer/employee relationships
  • Securities/interests
  • Indebtedness
  • Guarantees
  • Business relationships
  • Relative interests
  • Group-company relationships
  • Full-time employment
  • Other statutory disqualifications

See Auditor Eligibility & Disqualification.

Section 144 Non-Audit Service Check

The company should also assess whether the proposed auditor or relevant firm is providing services restricted under Section 144.

This is particularly important where the auditor already provides:

  • Accounting/bookkeeping
  • Internal audit
  • Financial information system design/implementation
  • Specified advisory or financial services
  • Management services
  • Other restricted services

Do not treat every consulting service as prohibited without checking the current statutory wording.

Documents for Reappointment

For reappointment, additionally review:

  • Previous appointment resolution
  • Previous consent/declaration
  • Auditor tenure
  • Rotation status
  • Cooling-off
  • Current eligibility
  • Current independence
  • Changes in firm/partners
  • Changes in company structure

Do not simply copy the previous year's declaration without confirming that the facts remain current.

Documents for Casual Vacancy

Where the auditor is appointed to fill a casual vacancy, the pack should additionally document:

  • Cause of vacancy
  • Resignation letter or other vacancy evidence
  • Outgoing auditor status
  • Replacement auditor eligibility
  • Board action
  • Member approval where required
  • Applicable filing

See Casual Vacancy of Auditor.

MCA Filing

The company must complete the applicable statutory filing/intimation for auditor appointment within the prescribed period.

Important: The filing is not the same thing as the legal appointment.

The company should first complete the required corporate approval and then make the applicable filing based on the current MCA process. The applicable form and timeline should be checked against the current MCA V3 instructions.

Filing Acknowledgement

Retain:

  • Filed form
  • SRN
  • Payment challan where applicable
  • MCA acknowledgement
  • Resubmission correspondence, if any
  • Final approval/processing status

The filing record should be stored with the company's statutory records.

Common Documentation Errors

Using an outdated template

Companies Act forms and professional requirements can change.

Treating consent as eligibility

Consent only establishes willingness to act; eligibility is a separate legal test.

Ignoring rotation

A consent does not make an auditor eligible where mandatory rotation prevents appointment.

Ignoring independence

Eligibility and independence should both be reviewed.

Copying old declarations

A previous-year declaration may not reflect current facts.

Missing shareholder approval

Where member approval is required, a Board resolution alone is insufficient.

Treating ADT-1 as the appointment

The statutory corporate appointment precedes the filing/intimation.

Using the same pack for government companies

CAG-related appointments require separate treatment.

Using company documentation for LLPs

LLPs follow a separate legal framework.

Pricing

Auditor documentation support is scope-based. Fees may depend on:

  • Appointment type
  • Company type
  • Listed/government status
  • Audit Committee involvement
  • Rotation analysis
  • Number of documents
  • Group-company complexity
  • MCA filing
  • Resubmission handling

Timeline

Timeline depends on:

  • Auditor response
  • Eligibility review
  • Board / general meeting schedule
  • CAG / SEBI / regulatory requirements
  • MCA filing process

What Is Not Guaranteed

  • Auditor eligibility without complete factual information
  • Shareholder approval
  • MCA acceptance
  • CAG appointment
  • SEBI/stock-exchange acceptance
  • Filing approval without resubmission
  • Audit opinion or audit outcome

Transparent 3-tier pricing

Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.

Consent Pack

Custom quote

Timeline: Quoted on appointment type and company type

Appointment type identification
Auditor details review
Auditor consent and eligibility declaration
Section 141 eligibility checklist
Board resolution
General meeting notice and shareholder resolution
MCA filing documentation
MOST POPULAR

Appointment Pack

Custom quote

Timeline: Quoted on documents and approvals required

Auditor consent and eligibility declaration
Section 141 and Section 144 review
Board resolution
General meeting notice and shareholder resolution
Appointment letter
MCA filing documentation
Rotation analysis and Audit Committee documentation

Complex Case

Custom quote

Timeline: Quoted on listed / government status and group complexity

Complete appointment document pack
Audit Committee recommendation
Rotation and cooling-off review
Group-company relationship review
MCA filing documentation
Resubmission handling

Government fee — paid by you at actuals

MCA filing fees, where applicable, are separate from the professional fee and are paid at actuals.

Every price above is a professional fee, excluding GST and government charges. 50% on delivery.

Auditor documentation support is quoted on scope, because the work depends on the appointment type, company type, listed or government status, Audit Committee involvement, rotation analysis, number of documents, group-company complexity, MCA filing and any resubmission handling. The professional fee excludes GST and government fees.

How it works

Step 1

Identify appointment type

Determine whether this is a first auditor, subsequent appointment, reappointment, rotation, casual vacancy, government/CAG appointment or listed/special-sector appointment.

Step 2

Review auditor details

Collect the name, individual/firm status, CA/firm details, partner details and previous appointment history.

Step 3

Check eligibility

Complete the Section 141 review.

Step 4

Check independence and Section 144

Review professional independence and restricted services.

Step 5

Obtain consent and declaration

Obtain current documents from the proposed auditor.

Step 6

Prepare corporate documents

Prepare the applicable Audit Committee recommendation, Board resolution, general meeting notice, shareholder resolution and appointment letter.

Step 7

Complete appointment

Obtain the approval required for the specific appointment.

Step 8

File statutory information

Complete the applicable MCA process.

Step 9

Archive the complete pack

Keep the signed and filed records together.

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Documents required

Auditor's consent
Eligibility/disqualification declaration
Auditor firm details
Partner details where relevant
Independence confirmation where required
Rotation/tenure information where applicable
Board resolution
General meeting notice and explanatory statement where applicable
Shareholder resolution
Appointment letter and terms/remuneration
Audit Committee recommendation where applicable
MCA filing documentation

Why CorporateWalla®?

Auditor consent and declarations

Consent, eligibility/disqualification declarations and independence confirmations are obtained as current documents from the proposed auditor, not copied from an old template.

Board and shareholder resolutions

Resolutions reflect the actual appointment route, so a Board resolution is not used where the law requires another approving authority.

Appointment letters

The appointment letter sets out the agreed terms, scope, responsibilities and remuneration without overriding statutory requirements.

MCA filing documentation

The applicable MCA filing is prepared after the corporate approval is complete, and the filed form, SRN and acknowledgement are retained with the statutory records.

Frequently asked questions

The proposed auditor's consent is part of the statutory appointment process and should be obtained before appointment in accordance with the applicable provisions.

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