Non-Appointment of Auditor
Section 139(10): Company ₹25,000–₹5,00,000; officers ₹10,000–₹1,00,000 each.
Company Compliance
Change Auditor Registration
Change your statutory auditor with complete MCA compliance. ADT-1 filing, board resolutions and auditor appointment in 3 to 5 working days .
3,500+Auditor Filings
3–5 DaysProcessing Time
DedicatedExpert Assistance
Free Consultation
Get Expert Auditor Change Help
Talk to a company compliance specialist and complete ADT-1 filing within the 15-day deadline.
Thanks! Your consultation request has been received. Our expert will contact you shortly.
SAMPLE
Change of Auditor in Company Certificate
Government Authority / MCA — sample official certificate
Illustrative sample. Your official certificate is issued after approval.
01
15-Day Deadline
ADT-1 must be filed within 15 days of appointment
02
Up to 12x Penalty
Late filing attracts penalties up to 12x the normal fee
03
ADT-1 Mandatory
Even for first auditor appointments (from 14 July 2025)
04
3–5 Working Days
Typical turnaround for standard auditor changes
OVERVIEW
What Is Change of Auditor in a Company?
Change of auditor is the process of replacing a company’s statutory auditor through resignation, removal, rotation or casual vacancy under Sections 139 and 140 of the Companies Act, 2013, requiring Form ADT-1 filing within 15 days of appointing the new auditor.
Every company must have a statutory auditor under Section 139. When the auditor changes — due to end of 5-year term, resignation, removal, mandatory rotation or casual vacancy — the company must pass the required resolutions, obtain consent and Section 141 eligibility certificate from the new auditor, and file Form ADT-1 on the MCA V3 portal.
Governing LawCompanies Act, 2013 (Sec 139, 140, 141)
Key FormForm ADT-1
Filing Deadline15 days from appointment
Processing Time3 to 10 working days
REASONS TO CHANGE
Reasons for Changing Auditor in a Company
| Scenario | Legal Basis | Resolution | Forms | Timeline |
|---|---|---|---|---|
| Completion of 5-year term | Sec 139(1) | Ordinary | ADT-1 | 7–10 days |
| Auditor resignation | Sec 140(2) | Board + EGM | ADT-3 + ADT-1 | 5–7 days |
| Removal by shareholders | Sec 140(1) | Special (75%) | ADT-2 + MGT-14 + ADT-1 | 30–60 days |
| Mandatory rotation (listed) | Sec 139(2) | Ordinary | ADT-1 | 7–10 days |
| Casual vacancy | Sec 139(8) | Board | ADT-1 | 3–5 days |
| First auditor (2025 rule) | Amendment 2025 | Board | ADT-1 | 3–5 days |
PROCESS
Step-by-Step Process to Change Auditor
1. Identify the Reason for Change
Determine whether the change is due to resignation, removal, rotation, casual vacancy or end of 5-year term. Each scenario has different forms and timelines.
2. Pass a Board Resolution
Convene a Board meeting and pass a resolution to change the auditor. For removal, the Board must also recommend a special resolution to shareholders. Record minutes carefully.
3. Obtain Consent from the New Auditor
Get a written consent letter and Section 141 eligibility certificate from the proposed auditor. Verify membership and that they do not exceed the 20-company audit limit.
4. Pass Shareholder Resolution (If Required)
For AGM change: ordinary resolution. For removal: special resolution (75%) and file MGT-14 within 30 days. Casual vacancy from resignation needs EGM within 3 months.
5. Central Government Approval (Removal Only)
For removal before term expiry, file Form ADT-2 with the Central Government within 30 days of the special resolution. Approval takes 30–60 days.
6. Appoint the New Auditor
At the AGM (or Board meeting for casual vacancy), formally appoint the new auditor. Term runs until the conclusion of the 6th consecutive AGM.
7. File Form ADT-1 on MCA Portal
File ADT-1 within 15 days of appointment. Attach board resolution, auditor consent and Section 141 certificate. Pay government fee (₹200–₹600). Sign with director’s DSC.
8. Ensure Outgoing Auditor Files ADT-3 (If Resignation)
If the auditor resigned, the outgoing auditor must file Form ADT-3 within 30 days. This is the auditor’s obligation. Follow up to confirm submission.
9. Update Company Records
Update Register of Auditors, Board minutes book and annual return records. Retain documents for 8 years. Inform bank and stakeholders of the new auditor.
DOCUMENTS REQUIRED
Documents Required for Auditor Change Filing
1. Board Resolution
Passed by the Board of Directors approving the auditor change and, where applicable, recommending a special resolution.
2. New Auditor Consent Letter
Written consent from the incoming auditor or firm accepting the appointment under Section 139.
3. Section 141 Eligibility Certificate
Certificate confirming the new auditor is not disqualified under Section 141 of the Companies Act.
4. Professional Membership Proof
Valid Certificate of Practice from the relevant regulatory body for the incoming auditor/firm.
5. Director’s DSC
Valid Class 3 Digital Signature Certificate of the authorised signatory director for MCA filing.
6. Additional for Resignation / Removal
Resignation letter (ADT-3); for removal: special resolution, MGT-14 and Central Government approval via ADT-2.
PENALTIES
Penalties for Late Auditor Change Filing
| Delay Period | Penalty Multiplier | Example (₹300 base fee) |
|---|---|---|
| Within 15 days (on time) | 1x (normal fee) | ₹300 |
| Up to 30 days late | 2x | ₹600 |
| 31 to 60 days late | 4x | ₹1,200 |
| 61 to 90 days late | 6x | ₹1,800 |
| 91 to 180 days late | 10x | ₹3,000 |
| Beyond 180 days | 12x | ₹3,600 |
ADT-3 Non-Filing
Resigning auditor faces ₹50,000–₹5,00,000 penalty for not filing ADT-3 within 30 days.
Improper Removal
Removal without Central Government approval via ADT-2 is legally invalid; directors may face personal liability.
ADT FORMS
ADT-1 vs ADT-2 vs ADT-3
| Parameter | ADT-1 | ADT-2 | ADT-3 |
|---|---|---|---|
| Purpose | Notice of Appointment | Application for Removal | Notice of Resignation |
| Filed By | Company | Company | Auditor (not company) |
| Filed With | ROC (MCA) | Central Government | ROC (MCA) |
| Deadline | 15 days from appointment | 30 days from special resolution | 30 days from resignation |
| Resolution | Ordinary or Board | Special (75%) | N/A |
| Common Scenario | Every auditor change | Forced removal only | Voluntary resignation |
Most auditor changes only require ADT-1. ADT-2 is for forced removal before term expiry. ADT-3 is the auditor’s personal filing obligation upon resignation.
AUDITOR REMOVAL
How to Remove an Auditor Before Term Completion
1. Board Resolution
Board proposes removal and recommends a special resolution to shareholders.
2. Special Notice (14 Days)
Special notice at least 14 days before the general meeting. Company forwards notice to the auditor immediately.
3. Auditor’s Representation
Outgoing auditor has the right to make written representations, which must be circulated to shareholders.
4. Special Resolution (75%)
Shareholders pass special resolution. File Form MGT-14 with ROC within 30 days.
5. File Form ADT-2
Apply to Central Government for removal approval within 30 days of the special resolution.
6. Central Government Approval
Central Government examines and grants or denies approval (30–60 days). Without approval, removal is invalid.
7. Appoint New Auditor & File ADT-1
Appoint new auditor and file ADT-1 within 15 days of the new appointment.
ROTATION RULES
Auditor Rotation Rules for Listed Companies
| Parameter | Individual Auditor | Audit Firm |
|---|---|---|
| Maximum Term | 1 term of 5 consecutive years | 2 terms of 5 consecutive years (10 years) |
| Cooling-off Period | 5 years before reappointment | 5 years before reappointment |
Section 139(2) mandates auditor rotation for listed companies and prescribed classes of companies. Private limited companies are not subject to mandatory rotation.
2025 AMENDMENT
Companies (Audit and Auditors) Amendment Rules, 2025
Effective Date
14 July 2025. ADT-1 is now mandatory even for first auditor appointments by the Board.
Earlier Exemption Closed
Previously, first auditor appointments by the Board did not require ADT-1. That exemption no longer applies.
Filing Deadline
Companies incorporated after 14 July 2025 must file ADT-1 within 15 days of the Board appointing the first auditor.
Impact
All auditor appointments — first, subsequent, or change — now require ADT-1 filing with the ROC.
WHY CHOOSE US
Why Corporate Mart?
Expert ADT-1 Filings
Specialists experienced in resignation, removal, rotation and casual vacancy scenarios, with complete MCA V3 portal support.
Complete End-to-End Package
Board resolution, auditor consent coordination, Section 141 certificate, ADT-1 filing, ADT-3 follow-up and updated Master Data.
Fast 3–5 Day Turnaround
Standard auditor changes processed in 3 to 5 working days, with focus on filing well within the 15-day window.
Transparent Pricing
Clear with dedicated professional support. Government fees charged separately at actuals with no hidden charges.
FAQ
Frequently Asked Questions
Pass a board resolution, obtain consent and Section 141 eligibility certificate from the new auditor, pass the required shareholder resolution (if any), appoint the new auditor, and file Form ADT-1 within 15 days of appointment. For removal before term, Central Government approval via ADT-2 is also required.
Form ADT-1 is the Notice of Appointment of Auditor filed with the ROC on the MCA portal within 15 days of appointing a new auditor. Government fee is ₹200–₹600 based on share capital. It is mandatory for every auditor appointment, including first auditors (from 14 July 2025).
Corporate Mart provides transparent, tailored assistance based on your entity structure and state requirements. Contact our expert team for a detailed proposal. Government fee for ADT-1 is ₹200–₹600. Standard changes typically total ₹3,199–₹3,599. Removal scenarios cost more due to ADT-2 and MGT-14 filings.
Late filing attracts a multiplier of 2x to 12x the normal government fee depending on the delay period. For a ₹300 base fee, the maximum penalty is ₹3,600 (beyond 180 days).
Form ADT-3 is filed by the resigning auditor (not the company) within 30 days of resignation. Non-filing attracts a penalty of ₹50,000–₹5,00,000 on the auditor. The company should follow up to confirm submission.
Only for forced removal before the term expires (Section 140(1)). Standard changes at AGM (end of term), resignation and casual vacancy do not require Central Government approval. Simply not reappointing at AGM is not “removal”.
No. Mandatory auditor rotation under Section 139(2) applies to listed companies and prescribed classes of companies. Private limited companies are not subject to mandatory rotation.
Yes, from 14 July 2025. The Companies (Audit and Auditors) Amendment Rules, 2025 made ADT-1 mandatory even for first auditor appointments by the Board. The earlier exemption no longer applies.
