What is auditor rotation?

Short answerListed companies and certain large companies must rotate auditors — an individual auditor after 5 years and an audit firm after 10 years — under Section 139. Most small private companies are outside the rotation rules.

5 / 10 year rotation

Individual auditor: max one 5-year term. Audit firm: max two 5-year terms (10 years), then a cooling-off period.

Who's covered

Listed companies and prescribed classes (by paid-up capital or borrowings). Confirm thresholds. Small private companies are usually outside it.

Counting the term correctly

Where rotation applies, past terms count: years the auditor already served before the rules began are generally included when working out the 5- or 10-year limit, so check the history rather than starting the clock fresh. After the term ends there’s a cooling-off period — commonly five years — before the same auditor or firm can return. Companies covered are listed companies and prescribed classes by paid-up capital, borrowings or public deposits. Most small private companies fall outside rotation, but a company that grows past a threshold can be pulled in, so it’s worth re-checking each year rather than assuming the earlier position still holds. Even where rotation doesn’t apply, an auditor is normally appointed for a five-year term and ratification at each AGM is no longer required, so the appointment runs unless changed by the members.

Talk to CA Vijay R Singh

Need help with auditor appointment or rotation? You can message him directly, or book a short call to talk through your situation.

This answer is general information for businesses, not professional advice. Tax rates, thresholds and forms change with each Finance Act — please confirm the current position for your own facts, or speak to us, before acting.

© 2026 Vijay R Singh & Co., Chartered Accountants | FRN 136869W | M.No. 153926 | +91 98607 23959 | info@cavijaysingh.com | Andheri East, Mumbai 400069

Book a Call