Auditor Resignation Letter Format 2026
PART A — LETTER OF RESIGNATION
To,
The Board of Directors [and the Chairperson of the Audit Committee, where one exists]
{{company_name}} (CIN: {{cin}})
{{registered_office}}
Subject: Resignation from the office of Statutory Auditors of {{company_name}}
Dear Sirs / Madams,
1. We were appointed as the Statutory Auditors of {{company_name}} ("the Company") {{appointment_details}}. We hereby tender our resignation from the office of Statutory Auditors of the Company with effect from {{resignation_date}}.
2. Reasons for resignation: {{resignation_reasons}}
3. Other facts relevant to the resignation: ____________ [state specifically — e.g. information or explanations requested and not received, with dates; limitation on scope; disagreement on an accounting treatment; non-payment of fees; independence threat that has arisen — or write "There are no other facts relevant to our resignation that need to be brought to the notice of the members or the Registrar."]
4. Status of our work: the last report issued by us is {{last_report_issued}}. We have not issued, and shall not be issuing, any report for any later period. Work in progress on the date of this letter: ____________ [none / describe].
5. Matters that the incoming auditor and those charged with governance should be aware of: ____________ [open audit queries, pending confirmations, matters reported or reportable under Section 143(12), unadjusted misstatements communicated — or "None"].
6. Professional fees: {{fees_position}}
7. As required by Section 140(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Audit and Auditors) Rules, 2014, we shall file the statement in Form ADT-3 with the Registrar of Companies within thirty days from the date of resignation, and this letter may be treated as the statement filed with the Company. [For a company covered by Section 139(5) or 139(7): the statement will also be filed with the Comptroller and Auditor-General of India.]
8. The resignation gives rise to a casual vacancy in the office of auditor, which the Board is required to fill within thirty days under Section 139(8) of the Act, with the approval of the members at a general meeting convened within three months of the Board's recommendation. We shall respond to the communication of the incoming auditor in accordance with the Code of Ethics of the Institute of Chartered Accountants of India. Our working papers remain our property; we shall provide such access and information to the incoming auditor as professional standards require.
Kindly acknowledge receipt of this letter and place it before the Board [and the Audit Committee] at its next meeting.
Yours faithfully,
For {{firm_name}}
Chartered Accountants
Firm Registration No.:
_______________________________
{{engagement_partner}}
Partner / Proprietor
Membership No.: {{icai_membership_no}}
Place: __________________
Date: 1 October 2026
Received on ____________ by ____________ (name and designation) for {{company_name}}. Signature: ____________
PART B — STATEMENT OF PARTICULARS FOR FORM ADT-3
[Notice of resignation by the auditor — Section 140(2) and Rule 8 of the Companies (Audit and Auditors) Rules, 2014. Keep this sheet with the resignation letter; the letter is the attachment to the e-form.]
| Particulars | Details |
|---|
| Category of auditor | Individual / Firm / LLP [retain one] |
| Name of the auditor / audit firm | {{firm_name}} |
| Income-tax PAN of the auditor / firm | ____________ |
| Membership No. / Firm Registration No. | {{icai_membership_no}} / |
| Address and e-mail id of the auditor | {{firm_address}} |
| CIN and name of the company | {{cin}} — {{company_name}} |
| Registered office of the company | {{registered_office}} |
| Whether a company covered by Section 139(5) / 139(7) (CAG-appointed auditor) | Yes / No [if Yes, the statement is also filed with the CAG] |
| Date and details of appointment; period for which appointed | {{appointment_details}} |
| Date of resignation | {{resignation_date}} |
| Reasons for resignation | {{resignation_reasons}} |
| Any other facts relevant to the resignation | ____________ [as in paragraph 3 of the letter] |
| Attachment | Resignation letter dated 1 October 2026 |
| Due date for filing ADT-3 | ____________ [date of resignation + 30 days] |
PART C — ADDITIONAL POINTS WHERE THE COMPANY IS A LISTED ENTITY OR ITS MATERIAL SUBSIDIARY
[Delete this Part for an unlisted company that is not a material subsidiary of a listed entity.]
- SEBI's circular of October 2019 on resignation of statutory auditors from listed entities and their material subsidiaries (check SEBI's current LODR master circular for the text in force) requires the auditor, before the resignation takes effect, to issue the limited review / audit report for the quarter in which the resignation falls — and in some cases the following quarter; and where the auditor has signed the limited review / audit reports for all quarters of a financial year except the last, to issue the audit report for that financial year. The cut-off within the quarter is a day-count in the circular: read the current text before fixing the effective date in paragraph 1 above.
- The same circular prescribes a format (its Annexure A) in which the resigning auditor furnishes information to the listed entity — details of the association, detailed reasons, the efforts made by the auditor before resigning (including approaching the Audit Committee), the position on information asked for and not provided, and a confirmation that there is no other material reason for the resignation. Use the circular's own format; the listed entity discloses it to the stock exchanges.
- Where the concern is with management — for example, non-availability of information or non-cooperation — the circular expects the auditor to approach the Chairperson of the Audit Committee directly, without waiting for the quarterly meeting, and the Audit Committee to deliberate on the proposed resignation and communicate its views.
- These conditions are normally written into the engagement letter of a listed entity's auditor at appointment; check the engagement terms as well.
NOTES FOR THE PRACTITIONER
- The 30 days for ADT-3 run from the date of resignation, not from the Board's acceptance — the Act does not make the resignation depend on acceptance. Filing is the auditor's own obligation and is done under the auditor's digital signature.
- Penalty for not filing (Section 140(3)): ₹50,000 or an amount equal to the auditor's remuneration, whichever is less, plus ₹500 for each day of continuing failure, subject to a maximum of ₹2,00,000.
- State the real reasons. Section 140(2) asks for "the reasons and other facts as may be relevant" — a one-line formula does not answer the second limb, and the statement is a public document on the MCA register once filed.
- The Auditing and Assurance Standards Board of ICAI has issued an Implementation Guide on Resignation / Withdrawal from an Engagement to Perform Audit of Financial Statements. Read it before resigning mid-term, particularly where the trigger is a scope limitation or suspected non-compliance.
- If a matter reportable under Section 143(12) has come to notice, the reporting obligation is not discharged by resigning; deal with it before the effective date.
