When a statutory auditor resigns: ADT-3 within 30 days and how the casual vacancy is filled

Last updated 23 Oct 2026 · India

Short answer. An auditor who resigns must file a statement in Form ADT-3 with the company and the Registrar within 30 days of resignation, giving the reasons (section 140(2) of the Companies Act 2013). Failing to do so draws a penalty under section 140(3). The company's board fills the casual vacancy within 30 days; where the vacancy is caused by resignation, the appointment must also be approved by members at a general meeting within 3 months of the board's recommendation (section 139(8)). The new auditor's appointment is then reported in ADT-1.

The sequence

Auditor sends the resignation letter to the company.
Auditor files ADT-3 within 30 days, with reasons.
Board meets, recommends a new auditor within 30 days of the vacancy.
Members approve at an EGM or postal ballot within 3 months (vacancy by resignation).
Company files ADT-1 for the new auditor; the new auditor holds office until the next AGM.

Common mistakes

Vague reasons such as "personal reasons" without detail; the ADT-3 reasons are read by the ROC and, for some companies, by regulators.
Board appoints, members never approve. For a resignation vacancy the members' approval within 3 months is not optional.
Appointing someone who is not eligible under s.141 (for example, holding securities of the company or indebted beyond the limit).
Waiting for the AGM. If accounts are due, the gap delays the audit and AOC-4.

Checklist

Resignation letter with reasons
ADT-3 by the outgoing auditor within 30 days
New auditor's consent and eligibility certificate (s.139(1) proviso)
Board resolution within 30 days; members' approval within 3 months; ADT-1

Frequently asked questions

Who files ADT-3, the company or the auditor?

The resigning auditor files ADT-3 with the company and the Registrar within 30 days of resignation (section 140(2)).

How is a casual vacancy of an auditor filled?

By the board within 30 days. If it arose from resignation, members must approve the appointment at a general meeting within 3 months of the board's recommendation (section 139(8)).

How long does the auditor appointed in a casual vacancy hold office?

Until the conclusion of the next annual general meeting.

Official sources

Not tax or legal advice. This is a free explainer of public rules; deadlines and rules can change by notification, so confirm on the official portal or with your CA before you file. Last checked 23 Oct 2026.

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