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Change of Auditor in India: 3 Routes Under Section 140

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 20 April 2026 Verify Credentials →

Route 1 - Mandatory Rotation: At completion of 5-year term (or 10-year for firms) at AGM. Special Notice required. ADT-1 filed within 15 days of new appointment.

Route 2 - Auditor Resignation: ADT-3 by auditor within 30 days of resignation. Company fills casual vacancy via Board within 30 days. Shareholder approval within 3 months.

Route 3 - Removal Before Term: ADT-2 to Central Government (Regional Director) within 30 days of Board resolution. Special Resolution at EGM within 60 days of CG approval.

New Appointment in All Routes: ADT-1 filed within 15 days of new auditor appointment. Consent letter and Section 141 eligibility certificate obtained.

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    Change of Auditor in India - Complete Guide 2026

    📌 TL;DR - Change of Auditor Services at a Glance

    Changing a statutory auditor involves 3 distinct legal routes: mandatory rotation at term-end (Section 139(2)), voluntary resignation by the auditor (Section 140(2)), or mid-term removal by the company (Section 140(1)). Each route has its own forms, timelines, and government approvals. Getting it wrong exposes your company to penalties of INR 25,000 to INR 5,00,000 under Section 147. Patron Accounting starting at INR 1,999 (Exl GST and Govt. Charges).

    Changing a company's statutory auditor is one of the most process-intensive secretarial compliances under the Companies Act, 2013. Each of the 3 routes carries its own forms, timelines, and government approvals.

    ParameterKey Fact
    Governing LawSections 139, 140, 141 and 147 - Companies Act, 2013
    Applicable ToAll companies - Private, Public, OPC, Listed, Government
    3 Routes1. Mandatory Rotation (Sec 139(2)) | 2. Resignation (Sec 140(2)) | 3. Removal (Sec 140(1))
    Key FormsADT-1 (new appointment) | ADT-2 (removal application) | ADT-3 (resignation by auditor)
    Filing DeadlinesADT-2: 30 days of Board resolution | ADT-3: 30 days of resignation | ADT-1: 15 days of new appointment
    Penalty - CompanyINR 25,000 to INR 5,00,000 under Section 147(1)
    Penalty - ADT-3 Non-FilingINR 50,000 or remuneration (whichever less) + INR 500/day up to INR 5,00,000
    AuthorityMCA / ROC for filings; Central Government (Regional Director) for mid-term removal

    Auditor badalna kaise karen? Companies Act 2013 ke Section 140 ke anusaar, teen tarike hain: rotation (term khatam hone par), resignation (auditor khud resign kare), ya removal (company hataaye). Patron Accounting teenon routes manage karta hai - ADT-2, ADT-3 coordination, Special Resolution, aur ADT-1 filing sab included hai.

    Content is reviewed quarterly for accuracy.

    What is Change of Auditor?

    Change of Auditor is the formal legal process by which a company replaces its existing statutory auditor with a new Chartered Accountant or CA firm, as governed by Sections 139 and 140 of the Companies Act, 2013. It covers three legally distinct scenarios: scheduled rotation at term-end, voluntary resignation by the sitting auditor, and mid-term removal initiated by the company.

    Unlike a simple appointment of auditor, a change requires navigating between distinct legal routes with their own forms, timelines, and government approvals. The MCA Amendment Rules 2025 (w.e.f. July 14, 2025) have further strengthened ADT-1, ADT-2, ADT-3, and ADT-4 form requirements.

    Key Terms for Change of Auditor:

    Mandatory Rotation: Compulsory replacement after maximum permitted terms - 5 years for individual CA, 10 years for CA firms (Section 139(2)). 5-year cooling-off applies.

    Casual Vacancy: Mid-term vacancy due to resignation, disqualification, death, or removal (Section 139(8)). Board must fill within 30 days.

    Special Notice: 14-day advance notice at AGM when a person other than the retiring auditor is proposed (Section 140(4)).

    Form ADT-2: Application to Central Government (Regional Director) for approval to remove auditor before term (Section 140(1)).

    Form ADT-3: Statement filed by resigning auditor with ROC within 30 days stating reasons for resignation (Section 140(2)).

    Cooling-Off Period: 5 years after completing maximum term during which the rotated auditor cannot be reappointed to the same company.

    SECTION 140 - 3 ROUTES ROTATION S.139(2) RESIGN S.140(2) REMOVE S.140(1) ADT-1 + ADT-2 + ADT-3 NEW AUDITOR APPOINTED Zero-Default Compliance
    Section 140 3 Change Routes

    Who Needs to Change Their Auditor?

    Mandatory rotation under Section 139(2) applies specifically to:

    • Listed Companies - companies listed on any recognised stock exchange
    • Unlisted public companies with paid-up share capital of INR 10 crore or more
    • Private limited companies with paid-up share capital of INR 20 crore or more
    • Companies with public borrowings from financial institutions, banks, or public deposits of INR 50 crore or more

    NOT applicable to: One Person Companies (OPC), Small Companies, and private limited companies below the above thresholds.

    All companies (including those exempt from mandatory rotation) can change their auditor via resignation or removal at any point during the auditor's term.

    Patron Accounting Deliverables for Change of Auditor

    ServiceWhat We Do
    Route Analysis and SelectionDetermining the correct change route for your situation - rotation, resignation, or removal
    Special Notice and Board Resolution DraftingSection 140(4) Special Notice, Board resolution, and EGM notice preparation
    ADT-2 Filing and CG Follow-UpPreparing and filing Form ADT-2 with Regional Director within 30-day deadline; approval tracking
    ADT-3 Coordination with Outgoing AuditorEnsuring timely ADT-3 filing by resigning auditor and follow-up for compliance
    Special Resolution and MGT-14 FilingEGM management, Special Resolution facilitation, and MGT-14 filing within 30 days
    New Auditor Onboarding and ADT-1 FilingConsent letter, Section 141 eligibility certificate, and ADT-1 filing within 15 days
    Our Process

    Step-by-Step: Mid-Term Removal of Auditor (Route C - Section 140(1))

    The most complex route requires 9 steps including Central Government approval. Patron Accounting manages the entire process end-to-end.

    Step 1

    Board Resolution for Removal

    Hold a Board Meeting and pass a Board resolution proposing the removal. The auditor must be given a reasonable opportunity to be heard before the Board passes the resolution [Section 140(1) proviso].

    Board resolution passed Auditor heard
    BOARD
    Resolution01
    Step 2

    File Form ADT-2 with Regional Director

    Within 30 days of the Board resolution, file Form ADT-2 on the MCA portal seeking prior approval from the Central Government (Regional Director) [Rule 7, Companies (Audit and Auditors) Rules 2014].

    ADT-2 filed within 30 days CG application submitted
    FORM ADT-2REGIONAL DIRECTOR
    ADT-2 Filed02
    Step 3

    Central Government Review

    The Regional Director reviews the application. Typically takes 30-60 days. The RD may seek additional documents or clarifications.

    RD reviews application 30-60 days typical
    Under Review03
    Step 4

    Receipt of CG Approval

    On receipt of approval from the Central Government, the company proceeds to call a General Meeting.

    CG approval received Proceed to EGM
    CG APPROVEDCall EGM Next
    Approved04
    Step 5

    Convene EGM within 60 Days

    Hold an EGM or AGM within 60 days of receipt of Central Government approval [Section 140(1)].

    EGM convened Within 60-day window
    EGM / AGM60 DAYS
    EGM Called05
    Step 6

    Pass Special Resolution

    At the EGM/AGM, pass a Special Resolution (three-fourths majority) to remove the auditor.

    Special Resolution passed 75% majority achieved
    SPECIAL RES.PASSED 75%
    Resolved06
    Step 7

    File Form MGT-14

    File Form MGT-14 (Resolution and Agreement) with ROC within 30 days of passing the Special Resolution [Section 117(3)(a)].

    MGT-14 filed Within 30 days
    MGT-14
    MGT-14 Done07
    Step 8

    Appoint New Auditor

    At the same or subsequent meeting, appoint a new auditor by passing an Ordinary Resolution. Obtain consent letter and Section 141 eligibility certificate.

    New auditor appointed Consent obtained
    NEW AUDITORS.141 Eligible
    Appointed08
    Step 9

    File Form ADT-1

    File Form ADT-1 with ROC within 15 days of the new auditor's appointment [Section 139(1)]. MCA V3 portal validates SRN cross-references.

    ADT-1 filed within 15 days MCA records updated
    ADT-1 FILED
    Complete09

    Documents Checklist for Change of Auditor

    Common to All Routes:

    • Board Resolution (accepting change / appointing new auditor)
    • Consent letter from new auditor (Rule 4(1), Companies (Audit and Auditors) Rules 2014)
    • Eligibility Certificate from new auditor under Section 141
    • Form ADT-1 (new appointment intimation to ROC)
    • DSC of authorised Director for MCA portal filing

    Additional for Rotation / Non-Reappointment:

    • Special Notice copy (minimum 14 days before AGM)
    • Copy of Special Notice sent to retiring auditor
    • AGM resolution copy

    Additional for Resignation:

    • Resignation letter from auditor
    • Form ADT-3 (filed by auditor - company ensures compliance)
    • Board resolution accepting resignation

    Additional for Mid-Term Removal:

    • Form ADT-2 (application to Regional Director)
    • Grounds for removal and supporting documents
    • CG approval order copy
    • Special Resolution copy + Form MGT-14

    Common Challenges in Auditor Change and How We Solve Them

    ChallengeImpactHow Patron Accounting Solves It
    Missed 30-Day ADT-2 DeadlineEntire removal process must restartWe initiate ADT-2 filing immediately after Board resolution. CS team monitors the 30-day clock from Day 1.
    Auditor Refuses to File ADT-3New appointment process delayedWe follow up directly with outgoing auditor. If needed, advise on escalation to ICAI for disciplinary action.
    Shareholders Contest the RemovalSpecial Resolution requires 75% majorityWe ensure Special Notice procedure under Section 140(4) is properly followed and auditor's representation is circulated.
    Confusion: Rotation vs Removal RouteWrong forms filed, penalties triggeredClear facts-based route analysis is our first deliverable. Key question: Has the auditor's term ended or not?

    Professional Fees for Change of Auditor

    Fee ComponentAmount
    Patron Accounting Professional Fees - Mandatory Rotation at AGM (Special Notice + ADT-1)Starting from INR 1,999 (Exl GST and Govt. Charges)
    Resignation Route (ADT-3 coordination + ADT-1 for new auditor)Starting at INR 4,999
    Mid-Term Removal (ADT-2 + CG approval + Special Resolution + MGT-14 + ADT-1)Starting at INR 7,999
    Emergency Casual Vacancy Filling (within 30-day deadline)Starting at INR 5,999
    Comprehensive Rotation Compliance (Listed/Specified Companies)Starting at INR 9,999
    Government/ROC Filing Fees (ADT-1, ADT-2, MGT-14)At actuals - MCA fee based on authorised capital

    All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

    Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

    Get a free Change of Auditor consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

    Timeline for Change of Auditor

    StageEstimated Timeline
    Route A - Rotation: Special Notice before AGMMinimum 14 days before AGM date
    Route A - ADT-1 after AGMWithin 15 days of AGM
    Route B - Board accepts resignationWithin 7-10 working days of resignation letter
    Route B - Auditor files ADT-3Within 30 days of resignation (auditor's obligation)
    Route B - Board fills casual vacancyWithin 30 days of vacancy [Section 139(8)]
    Route C - ADT-2 filed with Regional DirectorWithin 30 days of Board resolution for removal
    Route C - Regional Director approvalTypically 30 to 60 days from ADT-2 receipt
    Route C - EGM for Special ResolutionWithin 60 days of CG approval

    Patron Turnaround: Rotation route: 5-7 working days from document receipt. Mid-term removal via CG: 45-90 working days (includes CG approval time). We prepare ADT-1 for the incoming auditor simultaneously with the change process.

    Key Benefits

    Why Professional Assistance for Auditor Change

    Correct Route Identification

    Avoids wrong form filings and regulatory confusion. Key question: Has the auditor's term ended? If yes, rotation (no CG approval). If no, removal (CG approval needed).

    ADT-2 Drafting and CG Follow-Up

    Professional drafting for Regional Director approval. Includes grounds documentation, hearing evidence, and follow-up tracking for 30-60 day approval timeline.

    ADT-3 Coordination

    ADT-3 is the auditor's obligation but non-filing creates a compliance gap for your company. We coordinate directly with the outgoing auditor to prevent delays.

    Special Notice Compliance

    Section 140(4) procedure managed correctly with no shareholder challenge risk. Auditor's representation circulated as required.

    Penalty Prevention

    Company faces minimum INR 25,000 under Section 147. Directors face personal liability. Timely ADT-2, MGT-14, and ADT-1 filing prevents all penalties.

    Pan-India Coverage

    Offices in Mumbai, Delhi, Pune, Bangalore. 150+ auditor change assignments handled annually across all 3 routes.

    150+ Auditor Change Assignments Annually - Zero-Penalty Record

    Patron Accounting LLP | 4.9/5 Rating | 350+ Reviews | 150+ Auditor Changes/Year | 100% On-Time Filing | Mumbai, Delhi, Pune, Bangalore

    "Our auditor resigned mid-year and we had no idea about the ADT-3 obligation. Patron stepped in, coordinated with the outgoing CA, and had the new auditor in place with ADT-1 filed within 15 days. Outstanding support." - CFO, Mumbai-based Manufacturing Company

    DIY vs Professional Auditor Change

    ParameterDIY FilingPatron Accounting
    Route IdentificationRisk of wrong route and wrong formsSystematic route analysis as first step
    ADT-2 (Removal)Complex Regional Director format requirementsExpert drafting + CG follow-up included
    ADT-3 CoordinationEntirely auditor's obligation - company has no controlWe follow up with outgoing auditor directly
    Special ResolutionEasy to miss 60-day EGM window after CG approvalDeadline monitoring from CG approval day
    Penalty ExposureHigh - INR 25,000+ company fine + ADT-3 penaltyNear-zero - all deadlines monitored and met
    New Auditor OnboardingCompany must independently source and verifyWe handle consent, certificate, and ADT-1

    Related Compliance Services

    Legal Framework for Change of Auditor in India

    Legal ProvisionDetails
    Section 139(2) - Mandatory RotationListed + specified companies must rotate individual CA after 1 term (5 yrs); CA firm after 2 terms (10 yrs). Cooling-off 5 years. Source: ca2013.com
    Section 139(8) - Casual VacancyBoard fills within 30 days. If due to resignation, shareholder approval at GM within 3 months.
    Section 140(1) - Removal Before TermSpecial Resolution + prior CG (Regional Director) approval via ADT-2 within 30 days. EGM within 60 days of CG approval. Source: ca2013.com
    Section 140(2) - ResignationAuditor files ADT-3 with ROC within 30 days stating reasons.
    Section 140(3) - ADT-3 PenaltyINR 50,000 or remuneration (whichever less) + INR 500/day up to INR 5,00,000.
    Section 147(1) - Company PenaltyContravention of Sections 139-146: Company fine INR 25,000 to INR 5,00,000; Officer: imprisonment up to 1 year + fine.
    MCA Amendment Rules 2025Forms ADT-1, ADT-2, ADT-3, ADT-4 all amended w.e.f. July 14, 2025. ADT-1 mandatory for first auditor.

    What is the procedure to change an auditor in India?

    There are 3 legal routes. Route 1 - Mandatory Rotation: Issue Special Notice before AGM (Section 140(4)), pass Ordinary Resolution at AGM, file ADT-1 within 15 days. Route 2 - Resignation: Auditor files ADT-3 within 30 days, Board fills casual vacancy within 30 days, file ADT-1. Route 3 - Mid-Term Removal: File ADT-2 with Regional Director within 30 days of Board resolution, pass Special Resolution within 60 days of CG approval, file MGT-14 and ADT-1.

    Can a company change its auditor before 5 years?

    Yes, under Section 140(1) of the Companies Act, 2013, a company can remove an auditor before the expiry of the 5-year term. However, this requires a Special Resolution of shareholders and prior approval of the Central Government (Regional Director) obtained by filing Form ADT-2 within 30 days of the Board resolution for removal.

    What is Form ADT-2 and when is it required?

    Form ADT-2 is filed by the company with the Central Government (jurisdictional Regional Director) under Section 140(1) to seek approval for removal of an auditor before expiry of their term. It must be filed within 30 days of the Board resolution for removal. It cannot be filed unless valid grounds for removal exist.

    What is Form ADT-3 and who files it?

    Form ADT-3 is filed by the resigning auditor (not the company) under Section 140(2) with the ROC within 30 days of the date of resignation, stating reasons and relevant facts. Failure to file attracts a penalty on the auditor of INR 50,000 or their remuneration (whichever is less) plus INR 500 per day up to INR 5,00,000.

    What is the auditor rotation rule and which companies does it apply to?

    Section 139(2) mandates rotation for listed companies and specified classes. An individual CA cannot be appointed for more than 1 consecutive term of 5 years. A CA firm or LLP cannot be appointed for more than 2 consecutive terms of 5 years each (10 years total). After completion, a cooling-off period of 5 years applies. OPCs and small companies are exempt.

    What happens when an auditor resigns mid-term?

    Under Section 139(8), a casual vacancy caused by resignation must be filled by the Board within 30 days. Board's appointment must be ratified by shareholders at a GM within 3 months. The resigning auditor must file Form ADT-3 with ROC within 30 days. Company files Form ADT-1 for the new auditor within 15 days of appointment.

    Auditor change karne ke liye kya documents chahiye?

    For rotation: Special Notice, AGM resolution, new auditor consent letter, eligibility certificate, Form ADT-1. For resignation: auditor's resignation letter, Form ADT-3 (auditor files), Board resolution, new auditor consent and certificate, Form ADT-1. For removal: Board resolution, Form ADT-2, CG approval order, Special Resolution, Form MGT-14, new auditor consent and certificate, Form ADT-1.

    How long does Central Government approval take for auditor removal?

    The Regional Director (delegated powers under Rule 7 of Companies (Audit and Auditors) Rules 2014) typically takes 30 to 60 days from receipt of Form ADT-2 to grant approval. After approval, the company must hold an EGM and pass the Special Resolution within 60 days of receipt of the approval order.

    Quick Answers

    ADT-2 deadline: Within 30 days of Board resolution for auditor removal - Section 140(1).

    ADT-3 deadline: Within 30 days of resignation date - obligation of auditor under Section 140(2).

    EGM for Special Resolution after CG approval: Within 60 days of Regional Director approval - Section 140(1).

    Cooling-off period: 5 years from completion of maximum term before re-appointment - Rule 5, Companies (Audit and Auditors) Rules 2014.

    Casual vacancy deadline: Board fills within 30 days; shareholder ratification at GM within 3 months if vacancy due to resignation - Section 139(8).

    Multiple Parallel Deadlines - Don't Miss Any

    Auditor changes carry multiple parallel deadlines that are easy to miss. One missed deadline can derail the entire process.

    • ADT-2: Within 30 days of Board resolution - not 30 days of the decision, but from the actual Board meeting date
    • ADT-3: Auditor's obligation - but non-filing creates a compliance gap for the company's annual filings
    • EGM after CG approval: Within 60 days - missing this means the entire removal process may need to restart
    • Section 147 penalty: Minimum INR 25,000 for company + personal liability for every director

    Change Your Auditor with Zero Compliance Gaps - Starting at INR 1,999

    Changing a statutory auditor in India is a process-intensive compliance that must be handled precisely. The Companies Act, 2013 provides three routes - mandatory rotation, resignation, and mid-term removal - each with its own forms, timelines, resolutions, and government approvals.

    A wrong route, a missed deadline, or a missing form can expose the company to penalties starting at INR 25,000 and personal liability for every director. Patron Accounting's CS team manages all three routes end-to-end.

    Starting at INR 1,999 (Exl GST and Govt. Charges) | 150+ Auditor Changes/Year | Zero-Penalty Record | All 3 Routes

    Book a Free Consultation - No Obligation.

    Change of Auditor Services - Available in Your City

    Patron Accounting provides expert company secretarial services for auditor change across major cities in India.

    Content Created: March 2026  |  Last Updated: 20 April 2026  |  Next Review: September 2026  |  Reviewed By: CA & CS Team, Patron Accounting LLP

    This page covers Change of Auditor in India under Sections 139 and 140, Companies Act 2013. Content reviewed every 6 months. MCA Amendment Rules 2025 (w.e.f. July 14, 2025) amendments reflected.