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Hisho & Kanri
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We provide accounting, compliance,
and advisory services.

Change of Auditor

Hand over the audit seat without breaking compliance.

Change of auditor is the formal process of replacing your company's statutory auditor — whether the incumbent's term is simply ending, they've resigned mid-term, or the board wants to bring in a different firm. Because the auditor's role is created by statute, swapping them isn't a private arrangement between the company and the firm; it needs a board resolution, shareholder approval in most cases, and a Registrar filing.

Get the sequence right and the transition is seamless — the outgoing auditor hands over working papers, the incoming auditor is validly appointed, and Form ADT-3 or ADT-1 is filed on time. Get it wrong — skip the resignation filing, miss the special resolution, or leave the audit position vacant — and the company risks penalties and a compliance gap in its own financial statements.

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Statutory Auditor, Updated
Handover complete and Form ADT-1 accepted on file
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Resignation
EGM Approval
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When It's Needed

Situations that call for a change of auditor

An auditor change doesn't always mean something went wrong — but each of these scenarios has its own statutory route that has to be followed correctly.

End of Auditor's Term

The incumbent's tenure has run its course and the company wants to appoint a fresh auditor at the next Annual General Meeting.

Most Common

Auditor Resigns Mid-Term

The auditor voluntarily steps down before completing their tenure, triggering a resignation filing and a replacement appointment.

Removal Before Term Expiry

Shareholders vote to remove the auditor before their term ends, which needs prior government approval in most jurisdictions.

Mandatory Rotation

Rotation norms for certain classes of companies require a change of auditor or audit firm after a prescribed number of consecutive terms.

Conflict of Interest

The auditor takes on a role, investment, or engagement that compromises the independence the position requires.

Disqualification of the Auditor

The auditor becomes ineligible under statutory disqualification criteria, such as holding securities in the company or its subsidiaries.

Scaling Audit Requirements

Growth, a new funding round, or expanded operations calls for a larger firm with broader capability than the incumbent offers.

Casual Vacancy

Death, incapacity, or sudden unavailability of the auditor leaves the position vacant and needing an urgent, board-approved fill.

The Process

From resignation to an appointed auditor, in eight steps

Here's exactly what happens between an auditor change being triggered and a new auditor being validly on record with the Registrar.

Resignation / Notice
Firm Selection
Shareholder Approval
ADT-1/ADT-3 Filing
ROC Update
1

Record the Trigger for Change

We confirm whether the change is due to term expiry, resignation, rotation, or removal, since each route has a different filing and timeline.

2

Obtain the Outgoing Auditor's Resignation

Where applicable, the auditor files a formal resignation letter with the company and the Registrar within the prescribed timeline.

3

Convene the Board Meeting

The board notes the vacancy or expiry and recommends a suitable replacement auditor or firm for shareholder approval.

4

Obtain the Incoming Auditor's Consent

The proposed auditor confirms in writing that they're eligible and willing to take on the appointment, along with an independence declaration.

5

Notify Shareholders & Hold the Meeting

Notice of the resolution is circulated, and shareholders vote to approve the new appointment at the AGM or an EGM, as required.

6

File Form ADT-1

The company notifies the Registrar of the new auditor's appointment within the statutory window following the resolution.

7

File Form ADT-3, Where Applicable

Filed by the outgoing auditor to formally record their resignation with the Registrar within the prescribed deadline.

8

Handover & Records Update

Working papers and audit records are handed over, and the company's statutory registers reflect the newly appointed auditor.

Prerequisites

What has to be in place before the switch

Most companies clear these without trouble — but each one needs to be checked before the board even proposes a replacement auditor.

Incoming Auditor Is Eligible

The proposed auditor or firm must meet statutory qualification and independence criteria before being proposed for appointment.

Written Consent & Certificate Obtained

The incoming auditor must confirm in writing that the appointment, if made, will comply with statutory conditions.

Resignation Properly Recorded

Where the change follows a resignation, the outgoing auditor's letter and reasons must be filed within the prescribed timeline.

Shareholder Approval Secured

The appointment (or early removal) must be approved by the requisite majority of shareholders at a general meeting.

Government Approval for Early Removal

Removing an auditor before their term ends typically requires prior approval from the central government or relevant authority.

No Audit Gap Left Open

A replacement should be in place promptly so the company's books are never left without a validly appointed auditor.

Paperwork

Documents you'll need to keep handy

Having these ready before the board meeting is the single biggest thing you can do to keep the handover on schedule.

Outgoing Auditor's Resignation Letter

With reasons for stepping down, if applicable

Board Resolution

Recommending the incoming auditor for approval

Incoming Auditor's Consent Letter

Written willingness to accept the appointment

Eligibility Certificate

Confirming compliance with statutory conditions

General Meeting Notice

Circulated to members with the resolution

Meeting Minutes

Signed minutes recording shareholder approval

Form ADT-1

Notice of appointment filed with the Registrar

Form ADT-3

Filed by the outgoing auditor on resignation

Why It Matters

What a properly handled change actually protects

Beyond ticking a compliance box, a well-run auditor transition changes how well-protected your company's financial credibility is afterward.

Uninterrupted Audit Coverage

No gap where the company's accounts go unaudited

Fresh Independent Perspective

A new firm can surface issues a long tenure may have missed

Matches Growing Scale

A larger firm can support more complex reporting needs

Legal Compliance

Avoids penalties for late or improperly filed ADT forms

Stronger Investor Confidence

A properly documented change signals sound governance

Clean Audit Trail

No ambiguity about who is responsible for which period

Rotation Compliance

Meets mandatory rotation norms where they apply

Better-Fit Advisory Relationship

A firm better aligned with the company's current needs

After the Change

Staying compliant once the new auditor is in place

Filing ADT-1 isn't the last step — here's what keeps the transition valid and reflected everywhere it needs to be.

File Form ADT-1 on Time

Must reach the Registrar within the statutory window following the shareholder resolution appointing the auditor.

Ensure Form ADT-3 Is Filed

Confirm the outgoing auditor has filed their resignation notice within the prescribed deadline.

Update Statutory Registers

Record the change of auditor in the company's internal registers and minute books.

Update Bank & Regulatory Records

Notify banks, lenders, and regulators wherever the outgoing auditor's details were on file.

Complete the Handover of Working Papers

Ensure prior-year audit files and workpapers are formally transferred to the incoming auditor.

Disclose the Change in Financial Statements

Reflect the new auditor's appointment in the notes to the next set of financial statements.

Why Hisho & Kanri

Auditor transitions handled by people who file this routinely

We've coordinated enough resignations, appointments, and ADT filings across India, Singapore, and Malaysia to keep the handover clean and on schedule.

Company Secretaries on Call

Qualified CS professionals draft every resolution and notice for you.

No Audit Gap

We time the filings so your books are never left unaudited.

Transparent Pricing

One quote covering professional fees and government filing costs.

Full Visibility

Track resignation, appointment, and ROC filing status at every stage.

Single Point of Contact

One advisor guides you from resignation to the new auditor's filing.

Confidential Handling

Financial and firm-selection details handled with strict confidentiality.

FAQ

Common questions about changing your auditor

Can't find your question here? Use the form alongside this page and we'll answer it directly.

Yes, but it typically requires prior approval from the central government or relevant authority, followed by a special resolution of the shareholders.

It's the notice the company files with the Registrar to formally record the appointment of a new statutory auditor after shareholder approval.

ADT-3 is filed by the outgoing auditor themselves to formally notify the Registrar of their resignation, separate from the company's own filing.

Once the incoming auditor's consent is in hand, the meeting and filings can typically be completed within a couple of weeks, though timelines vary with jurisdiction and meeting scheduling.

No — rotation requirements typically apply to certain classes of companies based on size, listing status, or public interest, not to every entity.

Generally yes, subject to eligibility and independence rules at the time, though rotation restrictions may limit reappointment in some cases.

The board is typically empowered to fill a casual vacancy promptly, with the appointment confirmed by shareholders at the next general meeting.

Yes — a written consent letter and a certificate confirming the appointment meets statutory eligibility and independence conditions.

The outgoing auditor remains responsible for the periods they audited; the incoming auditor takes over from the date of their valid appointment onward.

Because we coordinate these handovers routinely across three countries, keep the filings on schedule, and stay on for compliance long after the new auditor is appointed.