Company · People
We're appointing or changing our auditor — what does the ROC need?
The short answer
Appointment is the company's filing: ADT-1 within 15 days of the AGM (or board meeting, for the first auditor). An exit has two very different roads: if the auditor resigns, they file ADT-3 themselves within 30 days; if the company wants to remove the auditor mid-term, that needs a special resolution plus Central Government approval through ADT-2 — one of the few filings where the government sits between you and your own auditor.
What gets filed with MCA
Within 15 days of the AGM or Board appointment (whichever triggers the appointment).
Section 139, Companies Act 2013; Rule 4, Companies (Audit and Auditors) Rules 2014
Within 30 days of the Board appointment to fill the casual vacancy.
Section 139(8), Companies Act 2013
Within 30 days of the date of resignation.
Section 140(2), Companies Act 2013
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Written consent and a certificate that the appointment satisfies section 141 limits — obtained before appointment
Section 139(1), Companies Act 2013
The sequence
- 1Obtain the incoming auditor's consent and eligibility certificate
- 2Appoint at the AGM (or board meeting within 30 days of incorporation for the first auditor)
- 3File ADT-1 within 15 days of the appointment
- 4For mid-term removal: special resolution + ADT-2 to the Central Government; for resignation: auditor files ADT-3
Do it with us — or check it yourself first
Questions founders actually ask
Does a first auditor need ADT-1?
The board appoints the first auditor within 30 days of incorporation. Filing ADT-1 for the first auditor is widely followed practice even though section 139(6) does not expressly mandate it — most companies file to keep the MCA record clean.
Casual vacancy — who fills it?
The board fills a casual vacancy within 30 days; if it arose from resignation, the appointment must also be approved by members in a general meeting within three months.
Can we simply not reappoint the auditor at the AGM?
Yes — letting the term expire and appointing someone else at the AGM is not a 'removal' and needs no ADT-2. ADT-2 applies only to cutting the term short.
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.