ADT-1 filing is the notice a company gives to the Registrar of Companies (ROC) after it appoints or reappoints its statutory auditor under section 139 of the Companies Act, 2013. It is filed by the company, not the auditor, and the usual limit is 15 days from the meeting at which the appointment is made. This page covers who appoints whom, the section 139 five-year term, documents, late fee, penalties and the errors that cause trouble at the time of AOC-4 filing.
What is ADT-1 and why does it matter?
Every company other than a few exempt categories must have a statutory auditor who audits its financial statements each year. The company cannot simply start using an auditor; it appoints through a board or shareholder process, obtains the auditor's written consent and eligibility certificate and then informs the ROC through Form ADT-1.
The sequence differs by situation. The first auditor of a new company is appointed by the Board within 30 days of incorporation and holds office till the first AGM. After that, the members appoint an auditor at the AGM for a term of five consecutive years, which means until the close of the sixth AGM. A casual vacancy, for example when an auditor resigns, is filled by the Board within 30 days, and the appointee holds office till the next AGM.
The usual rule is that ADT-1 must reach the ROC within 15 days of the meeting that appointed or reappointed the auditor. For an AGM held on 30 September 2026, that means 15 October 2026. A secondary source reports that the Companies (Audit and Auditors) Amendment Rules, 2025, effective 14 July 2025, now require ADT-1 for all appointments, including the first auditor appointed by the Board. Please treat this point as needing confirmation on the MCA site before it is relied upon.
The audit report attached to AOC-4 must be signed by a validly appointed auditor. If ADT-1 is missing, the ROC record shows no valid auditor, which creates avoidable queries at the time of ROC annual filing and in due diligence.
Who needs to file ADT-1?
ADT-1 is relevant whenever the identity or term of the statutory auditor changes or is renewed. Typical cases are:
- A newly incorporated company appointing its first auditor
- A company appointing an auditor at its AGM for the five-year term under section 139(1)
- A company reappointing the same auditor at the end of a term where the law allows it
- A company filling a casual vacancy after an auditor resigns, dies or is removed
- A company appointing a new auditor when the previous firm has completed its permitted term
- A One Person Company, small company or section 8 company that has a statutory auditor and must keep the ROC record current
Benefits of Auditor Appointment (ADT-1)
A valid audit trail
A properly filed ADT-1 shows that the auditor signing your accounts was appointed through the legally required route.
Smoother AOC-4 filing
When the ROC record of auditor appointment is complete, annual filings face fewer system or scrutiny queries.
Avoiding multiple-fee penalties
Late ADT-1 attracts an additional fee that grows with delay, so timely filing saves cost.
Clean due diligence record
Investors, lenders and acquirers check that the auditor was appointed and reappointed in line with section 139.
Protection for officers
Default in the filing falls on the company and officers in default, so on-time filing reduces personal exposure.
Eligibility of the auditor and conditions
The company can appoint only a person or firm that is eligible under section 141. The conditions to check before passing the resolution are:
- The auditor is a Chartered Accountant or a firm of Chartered Accountants holding a valid certificate of practice
- The auditor is not disqualified under section 141, for example because of a relationship or business interest with the company
- The auditor has given a written consent and a certificate that the appointment is within prescribed limits
- Rotation limits are respected for companies where section 139(2) applies, which includes listed companies and certain classes of unlisted companies, with a cooling-off period after the permitted term
- The resolution is passed at the right forum: Board for the first auditor or a casual vacancy, shareholders for the regular five-year appointment
Documents required
Appointment documents
- Board resolution or ordinary resolution appointing or reappointing the auditor
- Notice of the AGM or board meeting and minutes showing the appointment
- Company's intimation letter to the auditor about the appointment
Auditor documents
- Written consent of the auditor to act as the statutory auditor
- Certificate from the auditor under section 141 confirming eligibility and that the limits on the number of audits are met
- Firm registration number and membership details of the auditor
- No-objection or communication from the outgoing auditor, kept on record where an auditor was replaced
Company and signing documents
- Digital Signature Certificate of an authorised director
- Company CIN, registered office details and MCA V3 login
- Share capital details used to fix the filing fee
Step-by-step ADT-1 filing process
Resolution first, consent next, filing last. Missing the consent or certificate is the common reason why ADT-1 is delayed.
Decide the type of appointment
Identify whether this is a first auditor, a regular AGM appointment, a reappointment or a casual vacancy, because the forum and period differ for each.
Obtain auditor consent and eligibility certificate
Write to the proposed auditor and collect the written consent and the section 141 certificate before the meeting.
Pass the resolution
Have the Board or the members pass the resolution, as applicable, and record it in the minutes with the term of appointment.
Inform the auditor
Send the appointment letter to the auditor within the period the Rules require, and keep a dated copy.
Prepare Form ADT-1
Fill the form on the MCA V3 portal with auditor details, the appointment type, the date of the resolution and the period of appointment.
Attach documents and sign
Attach the resolution, consent and certificate as required and sign using the director's DSC.
Pay fee and file within 15 days
Pay the filing fee and the additional fee if you are late, and download the SRN and challan.
Update records
Record the appointment in the minutes book and statutory registers and share the details with the finance team for the audit calendar. If an auditor leaves later, plan ADT-3 and related filings for the change.
Government fees and late fee
The normal fee for ADT-1 depends on the nominal share capital of the company. The slabs below come from a secondary summary and should be confirmed on the MCA fee table before payment.
| Item | Amount | Note |
|---|---|---|
| No share capital or nominal capital below ₹1 lakh | ₹200 | Per form |
| Nominal capital ₹1 lakh to ₹4.99 lakh | ₹300 | |
| Nominal capital ₹5 lakh to ₹24.99 lakh | ₹400 | |
| Nominal capital ₹25 lakh to ₹99.99 lakh | ₹500 | |
| Nominal capital ₹1 crore or more | ₹600 | |
| Late filing within 15 days of the due date | 1 times the normal fee | Additional fee; rises to 2, 4, 6, 10 and 12 times with longer delay per the secondary source |
Professional charges are quoted separately after reviewing your case. Government fees are paid directly to the authority.
ADT-1 due date and timeline
ADT-1 is due within 15 days of the meeting at which the auditor is appointed. Because AGMs for a 31 March year-end company are due by 30 September, the filing usually falls in the first half of October. We have not seen an announced general extension for this filing as of October 2026.
| Stage | Typical time |
|---|---|
| First auditor (Board appointment) | Appointed within 30 days of incorporation; hold till first AGM |
| Regular appointment at AGM | ADT-1 within 15 days of the AGM |
| Casual vacancy | Board fills within 30 days; ADT-1 within 15 days of appointment |
| Preparing consent and certificate | A few days, depending on the auditor |
Term of appointment and renewal
An auditor appointed at an AGM holds office for five consecutive years, until the close of the sixth AGM, and there is no annual ratification after the 2017 change. A fresh ADT-1 is filed when a new term begins, when a different auditor is appointed or when a vacancy is filled. For companies covered by the rotation rule in section 139(2), an individual auditor and an audit firm are limited in the number of consecutive terms, and a cooling-off period applies before they can be reappointed. Check the company's category and the current Rules before planning the next appointment.
Compliance after filing ADT-1
- Share the audit scope and the timetable with the auditor so that accounts are ready for the AGM
- Disclose the auditor's name, term and fees in the Board's report and notes to accounts as required
- Retain the resolution, consent and certificate in the company records
- File AOC-4 and MGT-7 after the AGM, with the auditor's report from the appointed auditor
- If the auditor resigns, make sure the auditor files the required intimation with the ROC and the company records the change
- Track the term end and rotation, so that the next appointment is planned at least one AGM in advance
Common mistakes & rejection reasons
Reappointing without a fresh ADT-1
Even when the same auditor continues after a term, the fresh appointment needs its own resolution and filing.
Missing consent or eligibility certificate
Filing without the auditor's consent and section 141 certificate is a frequent reason for ROC queries.
Wrong forum for appointment
A casual vacancy filled at the AGM or a regular appointment made by the Board only is a defect in the process, not a minor formality.
Counting 15 days from the wrong date
The 15 days run from the date of the meeting that made the appointment, not from the date of the auditor's acceptance.
Ignoring rotation limits
Where section 139(2) applies, an auditor or firm that has finished the permitted terms cannot continue without the cooling-off period.
Assuming a first auditor need not be reported
A secondary source reports that ADT-1 is now needed for the first auditor too. Check the current Rule before skipping it.
Penalties for non-compliance
The Act has no separate penalty section for ADT-1. A secondary source states that continued default is dealt with under the residual penalty in section 450, up to ₹10,000 plus ₹1,000 per day of continuing default, within the limits of that section. Apart from penalties, a company with an invalid auditor appointment can face questions on the validity of its audited accounts.
| Default | Consequence | Provision |
|---|---|---|
| Failure to file ADT-1 within 15 days | Additional fee as a multiple of the normal fee | Companies (Registration Offices and Fees) Rules, 2014 (per secondary source; verify) |
| Continuing default with no specific penalty section | Up to ₹10,000 plus ₹1,000 per day of continuing default, subject to caps | Section 450, Companies Act, 2013 (per secondary source; verify) |
Practitioner tips
- Get the auditor's consent letter and section 141 certificate before the AGM notice goes out. Collecting them after the meeting is how the 15-day clock gets missed.
- Write the term and the AGM number into the resolution, such as 'till the conclusion of the sixth AGM'. Vague wording leads to confusion at the next appointment.
- Keep an auditor tenure sheet showing the start year, the number of terms completed and the year the cooling-off applies. Rotation surprises are expensive at AOC-4 time.
- File ADT-1 before AOC-4. The AOC-4 attachment includes the audit report signed by the auditor, and the MCA record should already show that appointment.
- If the auditor changes mid-term, ask the outgoing auditor for the written communication and record the reasons. Disputes about removal are easier to handle with a paper trail.
How Lawgical Guru helps
Appointment structuring
We identify whether your case is a first auditor, AGM appointment, reappointment or casual vacancy and prepare the right resolutions.
Consent and certificate coordination
We liaise with your auditor to collect consent and eligibility documents in time.
ADT-1 preparation and filing
We prepare and file ADT-1 on the MCA V3 portal and track the 15-day window.
Rotation planning
We maintain a tenure calendar to flag when section 139(2) rotation or a new term affects your next appointment.
Linked secretarial work
We support secretarial records, DIR-3 KYC and ROC annual filing so the audit and filing cycle stays aligned.
Auditor Appointment (ADT-1): frequently asked questions
What is ADT-1?
ADT-1 is the form a company files with the Registrar of Companies to inform it about the appointment or reappointment of its statutory auditor under section 139 of the Companies Act, 2013. The company files it, using the director's DSC, on the MCA V3 portal.
What is the due date for ADT-1?
The usual limit is 15 days from the meeting at which the auditor is appointed or reappointed. For an AGM held on 30 September 2026, the due date would be 15 October 2026. Late filing attracts an additional fee that increases with delay.
Who files ADT-1, the company or the auditor?
The company files ADT-1. The auditor's role is to give written consent and the section 141 eligibility certificate, which the company attaches or keeps on record. The auditor files other forms, such as the intimation on resignation, separately.
Is ADT-1 required for the first auditor?
The first auditor is appointed by the Board within 30 days of incorporation. A secondary source says that, since the 2025 Amendment Rules effective 14 July 2025, ADT-1 is required for all appointments, including the first auditor. Please confirm the current Rule on the MCA site.
How long is a statutory auditor appointed for?
An auditor appointed at an AGM holds office for five consecutive years, until the close of the sixth AGM. There is no yearly ratification after the 2017 amendment. A new ADT-1 is filed when the term starts afresh or a new auditor is appointed.
What is the late fee for ADT-1?
A secondary source gives the additional fee as a multiple of the normal fee: 1 times up to 15 days late, rising through 2, 4, 6 and 10 times to 12 times beyond 180 days. Confirm the amount that the portal computes before paying.
What documents are needed for ADT-1?
The resolution appointing the auditor, the auditor's written consent, the section 141 eligibility certificate, the company's intimation letter and, where an auditor was replaced, the outgoing auditor's communication. A director's DSC and the company's MCA login are also required.
How is a casual vacancy in the auditor's office filled?
The Board appoints a new auditor within 30 days of the vacancy, and the appointee holds office till the next AGM. ADT-1 is filed within 15 days. If the vacancy arose from the auditor's resignation, further requirements apply, so take advice.
Does auditor rotation apply to every company?
No. Section 139(2) rotation applies to listed companies and certain classes of unlisted public and private companies defined by paid-up capital and borrowings in the Rules. Check the company's category before planning the term of appointment.
What happens if I did not file ADT-1 for earlier years?
File the missing forms as soon as possible and pay the additional fee computed by the portal. Because the audit report in AOC-4 must come from a validly appointed auditor, unresolved gaps can create queries at ROC filing and in due diligence.
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Reviewed by Satyam Gupta, Company Secretary (CS) & Advocate
8+ years of industry experience. This page was last reviewed on 16 October 2026 against the official sources below. Rules and fees change — confirm on the official portal before you apply.