Get Your Change of Auditor done with eFileSeva | We Help You Do It Right!
Changing an auditor is a formal statutory process governed by the Companies Act, 2013 (Sections 139–141 read with the Companies (Audit and Auditors) Rules, 2014). An auditor can be changed through resignation (Section 140(2) — Form ADT-3), removal before term expiry (Section 140(1) — Form ADT-2 with Central Government approval plus a special resolution), mandatory rotation at the end of the term (Section 139(2)), or casual vacancy (Section 139(8)). The company must file Form ADT-1 with the Registrar within 15 days of the new appointment. eFileSeva helps companies change their auditor legally and compliantly — from the special notice and the right to be heard to the ADT-1 and MCA filings.
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Key Details for Change of Auditor
eFileSeva provides complete assistance for changing an auditor — identifying the correct scenario, drafting the resolution and special notice, obtaining the Central Government approval (if required), and filing Form ADT-1 with the MCA — across private, public, One Person, and Section 8 companies.
| # | Topic | Details |
|---|---|---|
| 1 | Choose the Right Scenario | Selecting the correct route — resignation (Section 140(2)), removal before term (Section 140(1)), mandatory rotation (Section 139(2)), non-reappointment, or casual vacancy (Section 139(8)) — is the first step. eFileSeva helps you choose based on the auditor's status and your company type. |
| 2 | Change Timeline |
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| 3 | Change Cost | The cost comprises the government filing fees for the applicable form (ADT-1, ADT-2, ADT-3, or MGT-14) and professional fees. eFileSeva provides transparent pricing with no hidden charges and professional assistance throughout the process. |
| 4 | Who Can / Cannot Be an Auditor | The proposed auditor must be a qualified chartered accountant or a registered firm, be eligible under Section 141, give written consent in Form ADT-1, and not be a disqualified person (such as an officer, employee, or body corporate, among others). |
| 5 | Rotation & Term Limits | A listed company or a prescribed public company cannot appoint an individual auditor for more than one term of 5 consecutive years, or an audit firm for more than two terms of 5 consecutive years (Section 139(2)). The Companies (Audit and Auditors) Rules, 2014 set the applicable thresholds. |
| 6 | Key Sections & Forms | Section 139 (appointment), Section 140 (removal & resignation), and Section 141 (eligibility). Forms include ADT-1 (appointment), ADT-2 (removal application to Central Government), ADT-3 (resignation statement), and MGT-14 (special resolution). |
| 7 | Form ADT-1 & Penalty | Form ADT-1 must be filed with the MCA within 15 days of the auditor's appointment. Late filing attracts an additional fee per day with no upper limit, and a penalty on the company and its officers in default. |
| 8 | Post-Change Services |
After the change, eFileSeva assists with:
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*Timelines may vary depending on the scenario, document completeness, and MCA processing.
Change of Auditor in India: Everything You Need to Know
Change Your Auditor Legally & Compliantly
Under the Companies Act, 2013, the first auditor is appointed by the Board within 30 days of incorporation (or by the members within 90 days), and the subsequent auditor is appointed at the Annual General Meeting for 5 consecutive years (Section 139). An auditor's term can end before expiry through resignation under Section 140(2), where the outgoing auditor files Form ADT-3 with the company and the Registrar within 30 days, stating the reasons for resigning.
Removal before term expiry under Section 140(1) is the most involved route. The company must obtain prior approval of the Central Government (delegated to the jurisdictional Regional Director) through Form ADT-2 within 30 days of the board resolution, give the auditor a reasonable opportunity to be heard, and then pass a special resolution at a general meeting held within 60 days of the approval. The company then files Form MGT-14 within 30 days.
Mandatory rotation under Section 139(2) applies to listed companies and prescribed public companies — an individual auditor can serve one term of 5 consecutive years and an audit firm two such terms. Where the company decides not to reappoint a retiring auditor, the company must give the retiring auditor a special notice at least 14 days before the meeting and the opportunity to make a written representation. A casual vacancy (from resignation, death, or disqualification of an auditor) is filled by the Board within 30 days and ratified by the members at the next meeting.
eFileSeva helps you identify the correct scenario, obtain consent and the eligibility certificate from the new auditor, draft the resolution and special notice, secure the Central Government approval (if required), and file Form ADT-1 within 15 days — making your change of auditor simple, fast, and fully compliant.
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Disclaimer
eFileSeva is a professional corporate compliance consultancy and service provider. We are not the Ministry of Corporate Affairs, the Registrar of Companies, or the Central Government/Regional Director, and do not approve or effect auditor changes. All approvals, registrations, and acknowledgements are issued solely by the MCA, ROC, and the respective government authorities. Our role is to assist clients with consultation, documentation, application filing, and end-to-end process support.
Ways an Auditor's Term Can End
Each scenario by which an auditor's term on a company ends carries distinct rules and forms. The correct route depends on whether the auditor is leaving voluntarily, being removed, or reaching the end of the term. eFileSeva helps you identify the correct scenario and complete the process with expert guidance.
Resignation by the Auditor
Under Section 140(2) — the auditor resigns by notice to the company. The outgoing auditor files Form ADT-3 with the company and the Registrar within 30 days, stating the reasons for resignation.
Learn MoreRemoval Before Term Expiry
Under Section 140(1) — the company removes the auditor by a special resolution, after obtaining prior approval of the Central Government via Form ADT-2 and giving the auditor a reasonable opportunity to be heard (31 days).
Learn MoreMandatory Auditor Rotation
Under Section 139(2) — listed companies and prescribed companies cannot appoint an individual auditor for more than one term of 5 years or an audit firm for two terms of 5 years, with a cooling-off period.
Learn MoreNon-Reappointment
At the Annual General Meeting, the company may decide not to reappoint a retiring auditor. This requires a special notice (14 days) and gives the retiring auditor the right to make a written representation to the members.
Learn MoreCasual Vacancy
Under Section 139(8) — where the auditor vacates the office due to death, incapacity, or resignation before term end, the Board fills the vacancy within 30 days, and the appointment is ratified at a general meeting held within 3 months.
Learn MoreTribunal-Ordered Change
Where the Central Government applies and the NCLT is satisfied that a change of auditor is required, it may order the auditor to cease within 15 days, and the Central Government appoints a replacement. Such an auditor is ineligible for 5 years.
Learn MoreNot Sure Which Auditor-Change Scenario Applies?
eFileSeva's experts will help you choose the most suitable route based on the auditor's status, your company structure, and your compliance needs.
Get Free ConsultationEligibility / Minimum Requirements
Before changing your auditor, you must meet a few basic eligibility and procedural requirements. eFileSeva helps you verify these requirements and complete the change without delays.
Confirm the Correct Scenario
Determine whether the auditor is resigning, being removed before term expiry, reaching the end of the rotation term, or vacating a casual vacancy. The scenario determines the notices, approval, and forms required. eFileSeva helps you identify the right route.
Eligibility of the New Auditor (Section 141)
The proposed auditor must be a qualified chartered accountant or a registered firm, give written consent, and furnish an eligibility certificate confirming they are not disqualified and meet the independence requirements of Section 141.
Opportunity to Be Heard (Removal)
- The outgoing auditor must be given a reasonable opportunity to be heard
- The auditor may submit a written representation to the Regional Director
- The Central Government / Regional Director considers both sides before deciding
Board Meeting & Resolution
The Board must pass a resolution recommending the change, appointing a new auditor in a casual vacancy, or proposing the removal. For removal, the auditor's consent and eligibility certificate from the new auditor must be obtained before the appointment.
Special Notice & Resolution
Removing an auditor before the end of the term requires a special resolution (75%) plus prior Central Government approval. A special notice of 14 days is needed for a non-reappointment resolution. Appointing or re-appointing an auditor at the AGM is by an ordinary resolution.
Compliance with the Rotation Rule
A listed company or a prescribed company must comply with the 5/10-year rotation limits under Section 139(2) and the Companies (Audit and Auditors) Rules, 2014, ensuring a cooling-off period before the same auditor can be reappointed.
Form ADT-1 Filing Within 15 Days
Form ADT-1 must be filed with the MCA within 15 days of the appointment of the new auditor (whether at the AGM, EGM, or board meeting filling a casual vacancy). Late filing attracts a per-day additional fee with no upper limit.
Ready to Change Your Auditor?
eFileSeva's experts will help you choose the right scenario, obtain the Central Government approval (if required), and complete your change quickly and compliantly.
Get Started TodayDocuments Required for Change of Auditor
The required documents may vary depending on the scenario and your company structure. eFileSeva helps you verify and prepare all the necessary documents for a smooth process.
Company Documents
- Company CIN & Certificate of Incorporation
- Memorandum of Association (MOA) & Articles of Association (AOA)
- Details of the Existing Auditor (name, FRN, tenure)
- Audit Committee Recommendation (for rotation / listed companies)
- Grounds / Reasons for the Change (for removal)
New Auditor Documents
- Auditor's Written Consent to act (Section 139)
- Eligibility Certificate (confirming Section 141 compliance)
- Membership Number (ICAI) / Firm Registration Number (FRN) & PAN
- No-Objection Certificate (NOC) from the outgoing auditor (recommended)
- Communication / Handover of Working Papers
Resignation & Removal Documents
- Resignation Letter from the outgoing auditor
- Form ADT-3 — Resignation Statement (filed by the auditor)
- Form ADT-2 — Application to the Central Government for removal
- Special Notice / Written Representation (for non-reappointment)
- Death Certificate / Proof of Incapacity (for casual vacancy)
MCA Forms, Fee & Supporting
- Form ADT-1 — Notice of Appointment (filed by the company)
- Form MGT-14 — Special Resolution Filing (if applicable)
- Class-3 DSC of the authorized signatory (Director / CS)
- Proof of MCA Fee Payment (challan / reference)
Pro Tip
First confirm which of the scenarios applies — resignation, removal before term, mandatory rotation, or casual vacancy. For removal before term expiry, obtain the Central Government approval in Form ADT-2 and hold the general meeting within 60 days — otherwise the removal may be challenged. Obtain the new auditor's written consent and Section 141 eligibility certificate before the appointment. File Form ADT-1 within 15 days of the appointment — a deadline much shorter than most MCA filings. Check the rotation limits for listed / prescribed companies. An NOC from the outgoing auditor is good practice for a smooth handover, though not strictly mandatory.
Timeline for Change of Auditor
eFileSeva simplifies the change of auditor process with expert guidance at every stage. While timelines may vary depending on the scenario and on MCA processing, the following is a typical journey.
Consultation & Scenario Selection
Our experts help you confirm the correct scenario — resignation, removal, rotation, or casual vacancy — and estimate the cost and timeline for your company.
Board Consent & Resolution
We obtain the new auditor's consent and eligibility certificate, and draft and pass the board resolution proposing the change or filling the casual vacancy.
Approval & Member Resolution
We file ADT-2 and obtain the Central Government approval (for removal), then pass the special resolution at the general meeting within 60 days, or the ordinary resolution at the AGM.
ADT-1 Filing & Approval
We file Form ADT-1 and MGT-14 with the MCA as applicable, update the statutory registers, and confirm the change is reflected in the MCA master data.
Estimated Change Time
A standard change of auditor (resignation or rotation) is generally completed in 1–3 weeks*, with Form ADT-1 filed within 15 days of the appointment. A removal before term expiry takes 4–8 weeks*, including the Central Government approval (ADT-2) and the general meeting within 60 days. Timelines may vary depending on the scenario, document completeness, and MCA processing.
Process to Change an Auditor in India
Changing an auditor involves more than just filling a form. From identifying the correct scenario to obtaining the Central Government approval, the resolution, and the ADT-1 filing, eFileSeva provides complete support at every stage of your change.
Scenario Selection & Grounds
We confirm the correct scenario — resignation (Section 140(2)), removal before term (Section 140(1)), rotation (Section 139(2)), or casual vacancy (Section 139(8)) — and document the basis for the change to ensure legal defensibility.
Eligibility Check & Consent
We verify that the proposed auditor is not disqualified under Section 141, obtain their written consent and eligibility certificate, and review the grounds for the change before proceeding.
Central Government Approval (Removal)
For removal before term expiry, we prepare and file Form ADT-2 with the Central Government / Regional Director within 30 days, and ensure the auditor has the reasonable opportunity to be heard before the approval is granted.
General Meeting & Resolution
We pass the special resolution at the general meeting within 60 days of the Central Government approval, or the ordinary resolution at the AGM for appointment, and file Form MGT-14 within 30 days.
ADT-1 Filing & Post-Change Support
We file Form ADT-1 with the MCA within 15 days of the appointment, update the statutory registers, and help you hand over the audit working papers to the new auditor.
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Filings Related to a Change of Auditor
Depending on the scenario and your company, you may need other filings alongside the ADT-1. eFileSeva helps you identify and complete the actions applicable to your company.
| Filing / Registration | When It May Apply | Applicable Law / Authority |
|---|---|---|
Form ADT-1 — AppointmentNotice of Appointment / Re-appointment of Auditor |
Filed by the company with the ROC/MCA within 15 days of the appointment of the new auditor, whether at the AGM, EGM, or board meeting filling a casual vacancy. Mandatory for first and subsequent auditors. | Registrar of Companies Sections 139(1) & 140, Companies Act, 2013 |
Form ADT-2 — Removal ApplicationApplication to the Central Government / Regional Director |
Filed within 30 days of the board resolution to remove an auditor before the expiry of the term. The Central Government (Regional Director) approval is a prerequisite for the special resolution. | Central Government / Regional Director Section 140(1), Companies Act, 2013 |
Form ADT-3 — Resignation StatementStatement by the Resigning Auditor |
Filed by the outgoing auditor with the company and the ROC within 30 days of resignation, stating the reasons and other relevant facts. | Registrar of Companies Section 140(2), Companies Act, 2013 |
Form MGT-14 — Resolution FilingSpecial Resolution |
Filed within 30 days of passing the special resolution for removal of an auditor before term expiry, and for other matters requiring a special resolution. | Registrar of Companies Section 117, Companies Act, 2013 |
Exchange Disclosure (Listed Companies)SEBI LODR Disclosure of Auditor Change |
Listed companies must disclose auditor resignation or removal to the stock exchanges within 24 hours, with reasons, and report the change in the quarterly compliance report and the Director's Report. | Stock Exchanges / SEBI SEBI (LODR) Regulations, 2015 — Regs 30 & 46 |
Removal vs Resignation vs Rotation of an Auditor: What's the Difference?
These three routes for ending an auditor's term are often confused. Compare the key differences below to identify the correct route for your situation.
| Feature | Removal Before Term | Resignation | Rotation / Term End |
|---|---|---|---|
| 1. Who Initiates | The company (board / members). | The auditor themselves (voluntary). | By law — the rotation limit is reached. |
| 2. Governing Section | Section 140(1). | Section 140(2). | Section 139(2). |
| 3. Prior Approval | Central Government approval (Form ADT-2) required. | No approval required. | No approval required. |
| 4. Resolution | Special resolution after the Central Government approval. | No shareholder vote. | Ordinary resolution to appoint the new auditor. |
| 5. Forms Filed | ADT-2, MGT-14, and ADT-1. | ADT-3 (by the auditor) and ADT-1 (by the company). | ADT-1 (by the company). |
| 6. Timeline | ADT-2 in 30 days, EGM in 60 days, ADT-1 in 15 days. | ADT-3 in 30 days, ADT-1 in 15 days. | ADT-1 within 15 days of the AGM. |
Not Sure Which Auditor-Change Route Applies?
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Talk to an ExpertFrequently Asked Questions
Find answers to common questions about change of auditor and maintaining compliance with eFileSeva.
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