Resignation of Auditor Format: Letter Sample, Form ADT-3 and Filing Process in India

If you are a statutory auditor leaving your post, or a director who has received a resignation email, a proper resignation of auditor format will protect you against penalties and messy audit calendars. The auditor resignation letter format under the Companies Act, 2013 requires the resignation to be in writing, and a report to the Registrar of Companies (ROC) in Form ADT-3.

This article covers the law in layman's terms, reveals what should go in a resignation of auditor format, and the company's mandatory steps. This is intended for the benefit of private limited and public company auditors, company secretaries, accountants, and founders in India.

Quick answer: Use a standard resignation of auditor format. A dated and signed resignation letter by the resigning auditor that sets out the effective date and reasons for the resignation is sufficient. The auditor must then file a copy of the resignation in Form ADT-3 with the ROC, and provide a copy to the company within 30 days of the date of resignation (Section 140(2), Companies Act, 2013). The company Board has 30 days to fill the vacancy.

Prepared by the VenturEasy compliance team. Last updated: 13 October 2026.

What Is Auditor Resignation and Who Can Resign?

A statutory auditor’s resignation occurs when a person appointed as an auditor under section 139 of the Companies Act, 2013, goes out of office before the expiration of their term. The auditor can resign either by virtue of section 140 or at the company’s will. The auditor can be either an individual chartered accountant or a firm of chartered accountants.

The reasons for the resignation can range from disagreements on the payment for audit services to the fact that the firm is not capable of performing the audit due to the nature and scope of the business. Other reasons include the restriction on sharing information by the company’s management or the auditor’s own constraints. In any case, the auditor is required to give a true and just reason for their resignation.

Good business accounting records that facilitate ease in audit also prevent disagreements between the auditor and the company’s managers or directors.

A statutory auditor’s resignation is different from the removal of an auditor. In order to remove an auditor before the expiry of their term, a special resolution must be passed, and it must also be approved by the central government under section 140(1) of the Companies Act, 2013. The form that must be filed with the Registrar of Companies is ADT-2.

Legal Basis: Section 140(2) of the Companies Act, 2013

Section 140(2) is the core rule. An auditor who resigns must file a statement with the company and with the ROC within 30 days of the date of resignation. The statement must give the reasons and any other facts relevant to the resignation. Rule 8 of the Companies (Audit and Auditors) Rules, 2014 prescribes Form ADT-3.

Two points that founders often miss:

• The duty to file Form ADT-3 belongs to the auditor, not the company.

• If the Comptroller and Auditor General (C&AG) appoints an auditor to audit the company's accounts, such as a government company, a copy must also go to the C&AG.

Resignation of Auditor Format: Sample Letter

The law does not provide an exact template for the letter itself. What counts is that it is signed, dated, and states the effective date and reasons. Use this resignation of auditor format and adapt it to your case.

Keep the reasons specific. A general line will raise questions from the ROC and the next auditor.

Form ADT-3: Deadline, Details and Filing Steps

Form ADT-3 has to be filed on the MCA portal within 30 days from the date of resignation. The form is digitally signed by the auditor, and the signed resignation letter is attached. The form requires the following information:

• Company name and CIN

• Auditor’s name, address, and date of appointment

• Date of resignation

• Reasons for resignation and any other relevant facts

Here is the process of ROC filing in order:

1. Sign the resignation letter and submit it to the company.

2. On the MCA portal, log in and open Form ADT-3.

3. Fill out the form with all the company details, auditor details, dates, and reasons for resignation

4. Attach the scanned copy of the resignation letter.

5. Sign the form digitally. In case of a firm, it is signed by a member of the firm

6. Pay the applicable fees and save the SRN and challan

7. Share the printout with the company and save the acknowledgement copy.

There is an additional fee applicable if the resignation is filed after 30 days from the due date, and it increases with the delay.

What the Company Must Do After the Auditor Resigns

The resignation will create a casual vacancy under section 139(8). The company has its deadlines separate from the auditor's ADT-3 filing for a change of auditor:

1. Board meeting: take note of the resignation. If there is an audit committee, it appoints the new auditor (section 177).

2. Within 30 days: appoint a new auditor to fill the vacancy. Obtain their written consent and certificate of eligibility first under sections 139 and 141 before the meeting.

3. General meeting: because the vacancy was due to resignation, shareholder approval of the appointment by ordinary resolution at a general meeting, within three months of the recommendation by the Board, is required.

4. Form ADT-1: file with the ROC within 15 days of the meeting at which the auditor is appointed.

The new auditor holds office till the next annual general meeting.

Government companies have a different process. Vacancies must be filled by the C&AG within 30 days, and if not filled by them, the Board fills it within the next 30 days.

Auditor Resignation Timeline at a Glance

This table puts the resignation of auditor format, the ADT-3 filing, and the company's steps on one timeline.

Need support with your audit and the ROC filings that follow? See VenturEasy's Audit Services.

Resignation of Auditor in Listed Companies

Listed companies have additional obligations. As per Reg 30, SEBI Listing Regulations, resignation of the statutory auditor is a disclosable event. The company is required to give the exchanges the auditor's reasons for resignation within 24 hours of receipt of such information. The information to be extracted from the auditors is detailed in the SEBI Master Circular dated 30th January 2026.

It is in addition to, and not instead of, steps required by the Companies Act. The auditor would still be required to file Form ADT-3, and the company would need to appoint a new auditor within the stipulated timelines.

Quick Checklist Before You Send the Resignation of Auditor Format

Here is a checklist that needs to be cleared before the letter of resignation of auditor can be sent and filed in the MCA portal:

• The Letter is on the firm's letterhead, dated and signed by the auditor or a partner.

• The effective date of resignation is clearly mentioned, as it determines the 30-day timeline of Form ADT-3.

• Reasons for resignation should be specific and should align with what is to be filled in the form.

• The digital signature certificate (DSC) of the signatory member is valid.

• The company's CIN, Firm's registration number, and the appointment date should be cross-verified with the original ADT-1 records.

• One copy of the resignation letter should be sent to the Board as well as placed in the SRN acknowledgement file.

Before sending the resignation of auditor format, the effective date should be noted down in the compliance calendar with a reminder set for day 25. It is the most common mistake to miss the due date for resignation.

After a change in auditors, the company's annual filing calendar should be updated accordingly so that the audit and ROC filings are revised in sync.

Common Mistakes and Penalties for Delay

These are the errors prone to notice:

• Failure on the part of the auditor to make the filing within 30 days

• Submitting vague or insufficient reasons for quitting

• Giving notice to the company but neglecting the ROC filing

• Making the filing without attaching the signed resignation letter

• The company’s failure to appoint a new auditor within 30 days of the resignation

According to Section 140(3), an auditor who fails to file the statement shall be subject to a penalty comprising either ₹50,000 or the amount of his/her remuneration, whichever is lower. The value of an additional ₹500 shall be levied each day the default persists, up to a maximum of ₹2 lakh. This is apart from the late filing fees applicable to such cases.

The filing is best done on time even if the language seems unimpressive, although a complete resignation of auditor format is preferable so that the ROC can comprehend the reasons for the resignation. A complete list of the year-end compliances that a private limited company needs to complete can be found in VenturEasy’s guide to compliances.

Conclusion

A clean resignation of auditor format, a timely Form ADT-3, and a quick appointment of the new auditor keep a company on the right side of the Companies Act, 2013. Start the clock on the day of resignation, because both the auditor and the company have 30-day deadlines.

At VenturEasy, we help Indian founders with ROC filings, ADT-1 appointments, and day-to-day compliance, and our business packages bundle these services. Book a free 15-min call to sort your auditor change through our Contact Us page.

The information contained in this article has been collected for informative purposes only, based on the Companies Act, 2013 and applicable SEBI Guidelines, as of October 2026. The information contained herein is subject to change, and readers are advised to refer to the latest MCA guidelines or consult with a practising CA/CS while filing any forms.

Sources and References

This guide is prepared by the VenturEasy compliance team, which works with Chartered Accountants, Company Secretaries and lawyers on ROC filings. The resignation of auditor format guidance and timelines above are based on:

• Section 139(8) and Section 140 of the Companies Act, 2013

• Rule 4(2) and Rule 8 of the Companies (Audit and Auditors) Rules, 2014

• Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015