Form ADT-3 —
Resignation of
Auditor Filing
When a statutory auditor resigns from a company, Form ADT-3 must be filed with the ROC within 30 days of resignation. The resigning auditor files this form — not the company. Late filing attracts a ₹50,000 minimum penalty on the auditor personally. TaxClue helps auditors and companies manage this filing correctly and on time.
What Is Form ADT-3 and Why Does It Exist?
Under Section 140(2) of the Companies Act, 2013, when a statutory auditor resigns from a company, they are legally required to file Form ADT-3 with the Registrar of Companies (ROC) within 30 days of the date of resignation. The form is filed by the auditor — not the company — and must include a statement indicating the reasons for resignation and whether there are any concerns about the company's affairs that the auditor believes the ROC or the Central Government should be aware of.
The requirement exists to ensure transparency — to prevent auditors from resigning silently when they discover financial irregularities, fraud, or governance failures. By mandating a public disclosure at the time of resignation, the law creates accountability for both the auditor (who must explain the reasons) and the company (whose issues become a matter of regulatory record).
Critical: ADT-3 is the auditor's obligation — not the company's
If the auditor fails to file within 30 days, the auditor personally faces a minimum penalty of ₹50,000 and up to 5x the annual audit fees. This penalty applies to the CA firm / auditor — not to the company. Act immediately on resignation.
ADT-3 Scenarios — When This Form Is Triggered
Mid-Term Resignation
Auditor resigns before completing the appointed tenure — could be in year 1, 2, or 3 of a 5-year term. Must file ADT-3 within 30 days.
Resignation Due to Concerns
Auditor resigns upon discovering financial irregularities, fraud, non-cooperation by management, or inability to obtain audit evidence. The ADT-3 statement of reasons becomes critical.
Rotation / Change
Auditor resigns for legitimate business reasons — capacity constraints, conflict of interest, non-renewal of engagement letter, or client's voluntary request for a change. ADT-3 still mandatory within 30 days.
Late / Missed Filing
Auditor missed the 30-day window. ADT-3 can still be filed after the deadline — with additional government fee (₹100/day). But the Section 140(3) penalty applies regardless.
How TaxClue Handles ADT-3 Filing
Draft and Issue Resignation Letter to the Company
The resigning auditor prepares a formal resignation letter addressed to the Board of Directors / Managing Director of the company — specifying the effective date of resignation and the reasons (at least in general terms). TaxClue drafts the resignation letter ensuring it contains all legally required elements.
Company Acknowledges Resignation — Board Resolution
The company's Board convenes (can be a shorter notice meeting for casual vacancy) to take note of the auditor's resignation and record it by way of Board Resolution. TaxClue prepares the Board Resolution text. The Board also resolves to fill the casual vacancy under Section 139(8).
Prepare ADT-3 Statement of Reasons
TaxClue assists the resigning auditor in preparing the Statement of Reasons to be attached to ADT-3 — covering: (i) reasons for resignation, (ii) whether there are any concerns about the company's affairs that should be brought to the notice of the ROC or Central Government (mandatory disclosure under Section 140(2) proviso). The statement must be accurate, complete, and carefully worded to protect the auditor's professional standing.
Complete Form ADT-3 on MCA V3
Form ADT-3 is filed on the MCA V3 portal under the company's CIN. The form captures: CIN of the company, date of resignation, reasons for resignation, and whether any concerns are being reported to ROC. The Statement of Reasons is uploaded as an attachment.
Sign with Auditor's DSC and File on MCA V3
ADT-3 is signed with the <b>auditor's DSC</b> — not the company director's DSC. This is a critical distinction: the filing is the auditor's obligation and must be authenticated by the auditor. TaxClue co-ordinates DSC signing with the CA firm and submits the form on MCA V3, sharing the SRN immediately upon acceptance.
Coordinate ADT-1 for Replacement Auditor
After ADT-3 is filed, TaxClue simultaneously co-ordinates ADT-1 for the company — covering the appointment of the replacement auditor to fill the casual vacancy. Under Section 139(8), the Board can appoint a replacement to fill the vacancy, and ADT-1 must be filed within 15 days of the appointment.
Documents Needed for Registration
Signed Resignation Letter
From the auditor addressed to Board of Directors — with date.
Company's CIN (Corporate Identity Number)
From Certificate of Incorporation or MCA portal.
Membership Number and FRN
Of the resigning auditor / CA firm.
Date of Original Appointment
From ADT-1 filing or company records.
Statement of Reasons for Resignation
Prepared and signed by the auditor.
DSC (Digital Signature Certificate)
Of the resigning auditor / partner of the firm.
Board Resolution of the Company
Acknowledging the resignation.
Copy of Last Audit Report
Signed by resigning auditor (for reference).
Consequences of Not Filing ADT-3 in Time
Section 140(3) of the Companies Act imposes a mandatory penalty on the auditor who fails to file ADT-3 within the 30-day window.
| Mid-Term Resignation | Resignation Due to Concerns | Late / Missed Filing | |
|---|---|---|---|
| Who Files | Resigning auditor (CA firm / individual CA) | Resigning auditor | Auditor on MCA V3 with their DSC |
| Reasons in Form | Disclosed — typically routine / capacity | Statement of concerns — sent to ROC + NFRA | Same as applicable scenario |
| Deadline | 30 days from resignation date | 30 days from resignation date | File ASAP — penalty already applies |
| Late Fee | ₹100/day additional government fee | ₹100/day additional government fee | ₹100/day — accumulating |
| Penalty | ₹50,000 min — up to 5x audit fees | ₹50,000 min — up to 5x audit fees | Same — applies from day 31 |
| Who Penalised | Auditor — not the company | Auditor — not the company | Auditor — not the company |
| Action | File immediately to limit further exposure | File immediately — NFRA reference if fraud suspected | File immediately to stop daily fee accumulation |
Critical Timelines
Why Choose TaxClue?
30-Day Filing Guaranteed
We file ADT-3 well within the window to avoid the ₹50,000+ penalty.
Statement of Reasons Drafted
Our CA reviews facts and drafts a balanced, legally protective statement.
ADT-3 + ADT-1 Bundled
We file ADT-3 for outgoing auditor and ADT-1 for incoming — seamless transition.
DSC Co-ordination
Auditor's DSC signing managed — not director's DSC.
Same-Day Filing for Urgent Cases
If deadline is imminent, we file ADT-3 same-day on urgent basis.
5,000+ Companies Served
4.9★ Google rating. Trusted by auditors and companies.
Frequently Asked Questions
File ADT-3 — Before the Penalty Hits
TaxClue handles ADT-3 for resigning auditors — resignation letter drafting, Statement of Reasons, MCA V3 filing with auditor's DSC, and coordinating ADT-1 for the replacement auditor. Same-day filing on urgent basis.
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