Board Resolutions

Appointment of First Auditor

Standard format — adapt the highlighted details to your company, and have a professional review it before use.

Customize for my company

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (XYZ PRIVATE LIMITED) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DAY), (DATE) AT (TIME)

APPOINTMENT OF FIRST AUDITORS OF THE COMPANY:

"RESOLVED THAT M/S. XYZ, Chartered Accountant, (Firm registration Number-000000) New Delhi be and is hereby appointed as the first auditor of the Company under Section 139 of The Companies Act, 2013 to hold the office till the conclusion of the 1st Annual General Meeting of the Company."
"FURTHER RESOLVED THAT Mr./Ms. XYZ (DIN), Director of the Company be and is hereby authorized to decide the remuneration of the Auditors as he may consider reasonable in consultation with M/S. XYZ,, Chartered Accountant, New Delhi."

CERTIFIED TO BE TRUE COPY
For XYZ PRIVATE LIMITED

Name: XYZ

DIN: 01234567

Designation: Director

Address: ………………………………………………..

This template is a starting point, not legal advice. Adapt it to your situation — and for anything high-stakes, get a professional review before you sign or send it.

Understanding this document

What is appointment of first auditor?

Under Section 139(6), the board must appoint the first auditor within 30 days of incorporation. This resolution does that. The first auditor holds office until the first AGM — a shorter, specific tenure that trips up many new companies.

When do you need it?

Within 30 days of the incorporation date, by board resolution. Miss that window and the power passes to the members, who must appoint within 90 days at an EGM. Either way, file ADT-1.

Common mistakes to avoid

Missing the 30-day board window — then scrambling for an EGM nobody planned.
No ADT-1 filed with the ROC after appointment.
Appointing without the auditor's written consent and eligibility certificate under Section 141.
Assuming the first auditor continues automatically — they hold office only till the first AGM.

Need it tailored to your company?

Templates cover the standard cases. If your situation has complications — multiple parties, unusual terms, regulatory scrutiny — get it drafted properly. Our CAs, CSs and lawyers do this every day.

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