Form ADT-3 is the statement an auditor files when resigning from a company, under section 140(2) of the Companies Act, 2013 and Rule 8 of the Companies (Audit and Auditors) Rules, 2014. The auditor, not the company, files it with the company and the Registrar within 30 days of resigning, stating the reasons and any other relevant facts.
Facts checked: 10 October 2026. The form title, citation (section 140(2) and rule 8), fields, the mandatory resignation letter attachment and the signatory were read in the Gazette text of G.S.R. 359(E) dated 30 May 2025, which substituted the form from 14 July 2025. The 30-day period, the statement to the company and the CAG requirement for companies under section 139(5) are from secondary reproductions of section 140 (advocatekhoj.com, lawx.in, taxmanagementindia.com); indiacode.nic.in could not be read. The penalty is from the same secondary text and should be checked against the current Act. Clause (8) of the First Schedule is from ICAI Board of Discipline findings.
The requirements
| Item | Position |
|---|---|
| Who files | The resigning auditor (the form is signed by the auditor or a partner of the firm) |
| To whom | The company and the Registrar |
| Within | 30 days of the date of resignation |
| Content | Reasons for resignation and any other relevant facts |
| Mandatory attachment | Resignation letter (max 2 MB) |
| Government companies | A copy also goes to the Comptroller and Auditor-General of India (companies covered by section 139(5)) |
| Cross-reference | The form asks for the SRN of the ADT-1 filed for your appointment |
The form is signed digitally and the declaration asks whether the signatory is an associate or a fellow, with membership number.
The company's side
The company is not the filer, but it has work to do. The Board must fill the casual vacancy, and the successor's appointment is notified on Form ADT-1 with the resignation letter attached, as the revised form requires for a casual vacancy due to resignation. The company should not ask the auditor to soften the reasons. A resignation that is accepted but not explained leaves the company with a regulatory question from the Registrar.
Consequences of not filing
Section 140(3), as reproduced in secondary sources, provides a penalty on the auditor for default, stated as the lower of ₹50,000 and the auditor's remuneration, with a further daily amount for continuing default subject to a cap. Because secondary sources differ on the cap, check the current Act. Separately, a resignation that is not explained to the incoming auditor creates an ethical exposure under Clause (8) of Part I of the First Schedule to the Chartered Accountants Act, 1949, which concerns accepting a position held by another chartered accountant without first communicating with them in writing.
The CA's checklist
- Decide the reason and document it. Fee dispute, scope limitation, management integrity concern, capacity, or independence issue. The form asks for reasons and other relevant facts, and the statement is on the public record.
- Consult the partner and the firm's quality manager. Record the decision in the engagement file.
- Send the resignation letter to the Board using the auditor resignation letter (ADT-3) template.
- File ADT-3 within 30 days, attach the letter, and note the SRN.
- Inform the successor. The incoming CA must write to you under Clause (8). Reply in writing, and use the NOC for previous auditor format or the no-objection to change of auditor if there is no objection.
- Hand over. Return the company's books and records, transfer unfinished matters, and tell the successor of facts the successor needs to decide on acceptance.
- Check other duties. If you hold a report obligation, such as a suspected fraud under section 143(12), resignation does not end it; see the Form ADT-4 guide.
- Remember what the successor needs. SA 510 deals with opening balances in an initial audit; your working papers and communication assist the successor in meeting it, subject to confidentiality.
Worked example
A CA firm resigns on 12 October 2026 because the management refuses to provide information needed for the audit of related party transactions. The 30 days end on 11 November 2026. The partner sends the resignation letter on 12 October, files ADT-3 on 20 October with the letter attached, and states the reason as a limitation on information, without conclusions on integrity that the engagement has not established. The successor writes on 15 October. The firm replies in writing within a week, and the file is closed with the SRN, the letter and the correspondence.
Frequently asked questions
Who files Form ADT-3, the company or the auditor?
The auditor. The company has no filing duty for the resignation, though it must handle the casual vacancy.
What is the time limit for ADT-3?
30 days from the date of resignation, with the company and the Registrar.
Do I have to give reasons?
Yes. The form has mandatory fields for reasons for resignation, and an optional one for other relevant facts.
What if the company is a government company?
The statement also goes to the CAG, where section 139(5) applies. An ICSI note states that no time limit is prescribed for this copy, so check the section text and send it at the same time as the Registrar filing.
Can I resign mid-year without a successor?
The resignation is the auditor's act, and the vacancy then becomes the Board's to fill as a casual vacancy under section 139(8). Even so, complete the hand-over and the filing; do not leave the company without them.
For the appointment side, see how to file ADT-1 and types of audit in India.
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