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Change of auditor means replacing the statutory auditor of a company with a new auditor, because the existing auditor has resigned, the company wants to remove the auditor, or a different auditor is to be appointed when the term ends. Under Sections 139 and 140 of the Companies Act, 2013, the change needs board and shareholder resolutions, the new auditor's written consent and eligibility certificate, and filings with the Registrar of Companies.
Last updated: October 2026. Forms, fees and time limits can change, so we confirm the current position before filing. This page covers companies; LLPs follow a different process.
Every company covered by the Companies Act, 2013 must have a statutory auditor to audit its books and report on its financial statements. The auditor is appointed under Section 139, usually for a term of five consecutive years running from the conclusion of one annual general meeting to the sixth. A change of auditor happens when that appointment ends or is brought to an end before the term is complete.
There are a few common reasons. The auditor may resign and file Form ADT-3, creating a casual vacancy that the Board must fill. The company may decide to remove the auditor before the term ends, which needs Central Government approval and a special resolution. Or the members may choose a different auditor at the AGM instead of reappointing the retiring one. For some companies, mandatory rotation of auditors also forces a change after a fixed period.
Whichever route applies, the company has to follow the prescribed order of steps: resolutions, the new auditor's consent and eligibility certificate, and timely filing of forms with the ROC. Delays and mismatched dates are the most common reasons for penalties and for objections later. For the official forms and fee schedules, visit the Ministry of Corporate Affairs portal at mca.gov.in. For regular accounting, GST and ROC compliance support, see our Virtual CFO services.
Important deadlines every company should know when changing its auditor.
The right process depends on why the auditor is changing.
The auditor steps down and the post falls vacant mid-term.
The company wants a new auditor before the term ends.
Members prefer someone other than the retiring auditor.
The term has run its course, or rotation rules apply.
The auditor becomes ineligible, or the office otherwise falls vacant.
The change was made, but ADT-1 or ADT-3 was never filed.
Not sure which situation applies to your company? Share the appointment details and our experts will check them free of charge.
Why companies get the process handled by an expert.
Resolutions and filings follow the order the Companies Act expects.
The 15-day and 30-day limits are noted from day one, so no form goes late.
Correct and timely filing reduces additional fees and exposure for the company and its officers.
Notice, resolutions, consent and eligibility certificate are drafted to match each other.
We help coordinate with the outgoing and incoming auditor so the audit is not held up.
A correct auditor record supports financial statement filing and due diligence.
Share documents and sign digitally from anywhere in India.
From deciding on the change to the updated ROC record, here is how the process works.
Timelines depend on the reason for the change, the meeting dates and the auditor's cooperation. Not to scale.
We confirm whether the auditor resigned, is being removed or is retiring, and note the dates that start each time limit.
We confirm that the proposed auditor or firm is eligible under Section 141 and is within the limit on the number of audits.
Board resolution, meeting notice and members' resolution are prepared, with special notice where the law requires it.
The new auditor gives written consent with the eligibility certificate, and the Board and members pass the resolutions.
Form ADT-1 is filed for the appointment, along with ADT-2, ADT-3 or MGT-14 where the situation needs them.
Statutory registers are updated, the incoming auditor takes over, and we note the next term-end date for you.
Keep these ready to avoid delays. Our expert will confirm the exact list for your case.
Check these points before the Board proposes a name. A wrong choice means starting the process again.
You can verify membership and practice details of a Chartered Accountant on the website of the Institute of Chartered Accountants of India at icai.org. The incoming auditor is expected to communicate with the outgoing auditor before accepting the appointment, and we help coordinate this step.
The total cost depends on the reason for the change, the number of forms involved and the authorised capital of the company. It generally has three parts:
Charged for each form filed with the Registrar and linked to the company's authorised capital. Late filing adds additional fees. We confirm the current fee before filing.
Our fee depends on the situation and the number of forms and meetings involved. Call free for a custom quote before you pay anything.
The audit fee of the new auditor is agreed separately with the auditor. Removal cases and multiple companies are quoted separately.
We share a clear, itemised quote before you begin – no hidden charges. Get your free quote →
Choose the situation that matches your company, or call free for a custom quote.
Your auditor has resigned and the vacancy must be filled in time.
The company wants to replace the auditor before the term is over.
Several companies, or ADT-1 and ADT-3 filings that were delayed.
Our professional fee is quoted per company after a free call. The ROC filing fee is separate and depends on the form and the company's authorised capital. Not sure which option fits? Ask for a free review.
If your auditor has resigned, retired or is no longer the right fit, act before the time limits run out.
Companies whose auditor has resigned or whose term is ending.
Move to an auditor with the right experience as your business and funding needs grow.
Rotation and notice requirements are stricter, so the steps need extra care.
Newly incorporated companies appointing their first auditor, or filling a gap after it was missed.
Align the auditor across group companies and keep every ROC record consistent.
If ADT-1 or ADT-3 was missed after a change, speak to us quickly about regularising it.
A quick view of how each route differs. Ask us which one applies to your company.
| Route | When it applies | What is filed | Approval needed | Complexity |
|---|---|---|---|---|
| Resignation of auditor | Auditor steps down mid-term | ADT-3 by auditor, ADT-1 by company | Board, then members within three months | Moderate |
| Removal before term | Company wants to replace the auditor early | ADT-2, MGT-14 and ADT-1 | Central Government and special resolution | High |
| New auditor at the AGM | Members do not reappoint the retiring auditor | ADT-1 | Special notice and resolution at the AGM | Moderate |
| End of term or rotation | Term completed, or rotation rules apply | ADT-1 | Resolution at the AGM | Lower |
Correct sequencing and timely filing prevent most problems.
Appointment is only the start. Here is what to do next.
Confirm that Form ADT-1 is filed and the new auditor appears on the MCA record.
Make sure the outgoing and incoming auditors have communicated, and share the records the new auditor needs.
Keep minutes, registers and the auditor's details in your statutory files consistent with the filings.
Note the end of term and any rotation date, and set a reminder well ahead of the AGM.
For ongoing bookkeeping, filings and financial reporting, see our Virtual CFO services.
Quick answers on changing a company's statutory auditor in India.
Change of auditor means replacing the statutory auditor of a company with a new one, because the auditor has resigned, the company has removed the auditor before the term ends, or a different auditor is appointed at the end of the term. It is governed by Sections 139 and 140 of the Companies Act, 2013 and needs board and shareholder resolutions along with ROC filings.
Confirm the reason for the change, hold a board meeting, obtain the new auditor's written consent and eligibility certificate, pass the required resolution at a general meeting, and file Form ADT-1 with the Registrar of Companies. If the auditor resigned, the auditor files Form ADT-3. If the company removes the auditor before the term ends, Central Government approval through Form ADT-2 comes first.
Form ADT-1 is filed for the appointment of the new auditor, Form ADT-3 is filed by an auditor who resigns, Form ADT-2 is used to apply for removal of an auditor before the term ends, and Form MGT-14 is used to file resolutions where required. The exact set depends on the reason for the change.
Form ADT-1 is to be filed with the Registrar within 15 days of the meeting in which the auditor is appointed. Late filing is possible on payment of additional fees, so the form should not be left to the last day.
Yes, but removal before the term needs a special resolution of members after the previous approval of the Central Government, applied for through Form ADT-2. The auditor must also be given a reasonable opportunity of being heard. If the auditor is willing to resign, that is usually the simpler route.
The vacancy is treated as a casual vacancy. The Board fills it within 30 days, and because it arose from a resignation, the appointment must also be approved by members at a general meeting held within three months of the Board's recommendation. The new auditor holds office until the conclusion of the next annual general meeting.
The auditor who resigns files Form ADT-3 with the Registrar within 30 days of the resignation and sends a copy to the company, stating the reasons and relevant facts. The company should keep its own records of the resignation date consistent with this filing.
The Companies Act does not ask for a no-objection certificate as such, but the Code of Ethics of the Institute of Chartered Accountants of India requires the incoming auditor to communicate in writing with the outgoing auditor before accepting the appointment. We help the company coordinate this step.
Yes. Members can appoint someone other than the retiring auditor, but this needs special notice under Section 115 of the Companies Act, 2013, and the retiring auditor must be informed. The new appointment is then reported to the Registrar in Form ADT-1.
Board resolution and meeting notice, shareholder resolution, written consent of the new auditor with an eligibility certificate, the resignation letter if the auditor has resigned, a copy of Form ADT-3 where applicable, and the company's CIN, MOA, AOA and latest financial details. Our expert confirms the exact list for your case.
Forms filed after the due date attract additional fees, and continued default can expose the company and its officers to penalties under the Companies Act, 2013. It also leaves the ROC record showing the old auditor, which can cause trouble at the time of audit and financial statement filing.
The cost has the ROC filing fee, which depends on the form and the company's authorised capital, plus our professional fee. The audit fee of the new auditor is agreed separately between the company and the auditor. Call free for an itemised quote before you pay anything.
The process on this page is for companies under the Companies Act, 2013. An LLP follows the LLP Act, 2008 and its LLP agreement, and a tax audit under the Income-tax Act is a separate appointment. Tell us your entity type and we will guide you on the right steps.
Is your auditor resigning or due for a change? Speak to our compliance expert today – the review of your case and the quote are free.
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