Company Secretary is defined in the Company Secretaries Act, 1980 under the clause (c) of sub-section (1) of section 2. They are appointed the companies act to perform the act of a company secretary.
Contents
- 1 Who is a Company Secretary?
- 2 Why is a company secretary appointed?
- 3 Documents required for the appointment of the Company Secretary
- 4 ✅ Who Must Appoint a Company Secretary?
- 5 🧑💼 Eligibility of a Company Secretary
- 6 📝 Procedure to Appoint a Company Secretary
- 7 🪪 Step 1: Identify a Qualified CS
- 8 📋 Step 2: Board Meeting or Resolution by Circulation
- 9 📤 Step 3: File Form DIR-12 with ROC
- 10 🖋️ Step 4: Issue Appointment Letter
- 11 📚 Step 5: Update Statutory Registers & Letterhead
- 12 🔁 In Case of Resignation of CS
- 13 ⚠️ Penalties for Non-Compliance
- 14 ✅ Summary Checklist
- 15 How to Appoint a Company Secretary for a Company?
- 16 UNIT 3 COMPANY SECRETARY
- 17 Company Secretarial Guide
- 18 Company Secretary
Who is a Company Secretary?
Company Secretary is defined in the Company Secretaries Act, 1980 under the clause (c) of sub-section (1) of section 2. They are appointed the companies act to perform the act of a company secretary.
Why is a company secretary appointed?
The prime responsibility of a company secretary (C.S) is to ensure compliance with statutory and regulatory requirements and ensuring that the decisions of the directors are implemented. There are lots of laws, compliance, regulations that a company secretary needs to comply.
A company secretary needs to be a member of the Institute of Company Secretaries of India. Only after that he/she is eligible to be appointed as a Company Secretary of any company.
The following process is followed for appointment of Company Secretary (C.S.):
a. A notice of board meeting along with draft resolution(s) has to be passed in the board meeting for a candidate that is being considered for the post of Company Secretary (C.S).
b. Sending the agenda of the Board meeting to all the directors of the company.
c. Convene board meeting and pass the following Board Resolution.
d. Sending the outcome of the Board meeting to the Stock exchange whenever the securities are listed within 30 minutes after the conclusion of the meeting. ( this is only for listed companies)
e. Issue the letter of appointment of the candidate for the position of the Company Secretary (C.S)
f. File an e-Form DIR-12. This is to be done with attachments with the Registrar of Companies to regarding the appointments of director and appointment of the Company Secretary (C.S) within thirty days after the appointment of the C.S.
g. Sending the appointment letter to the Company Secretary (C.S) and enter it in the register, minutes of the books.
Documents required for the appointment of the Company Secretary
- Intimation letter to the stock exchange
- Copy of Board Resolution for Board Meeting
- Consent letter of proposed Company Secretary (C.S.)
- Appointment letter
- Any other as required.
Appointing a Company Secretary (CS) is a legal requirement for certain companies in India, and it can also be a strategic move for effective compliance and governance.
Here’s a complete guide on how to appoint a Company Secretary in a company in India, including legal requirements, procedure, and documentation.
✅ Who Must Appoint a Company Secretary?
As per Section 203 of the Companies Act, 2013:
| Type of Company | Requirement |
|---|---|
| Listed Company | Mandatory |
| Other public companies | If paid-up capital ≥ ₹10 crore |
| Private companies | Optional (unless specified in AoA or SEBI listing rules) |
🧑💼 Eligibility of a Company Secretary
- Must be a Member of the Institute of Company Secretaries of India (ICSI)
- Should not be disqualified under Section 164 of the Companies Act
- Cannot be appointed as CS in multiple companies at the same time (except in subsidiaries)
📝 Procedure to Appoint a Company Secretary
🪪 Step 1: Identify a Qualified CS
- Hire a full-time Company Secretary registered with ICSI
- Conduct background verification, qualification check
📋 Step 2: Board Meeting or Resolution by Circulation
- Call a Board Meeting or pass a Board Resolution to:
- Appoint the CS
- Authorize someone (Director) to file e-forms with ROC
📄 Sample Board Resolution:
“RESOLVED THAT Mr./Ms. [Name], an Associate/Fellow Member of the Institute of Company Secretaries of India (Membership No. ______), be and is hereby appointed as the Company Secretary of the Company with effect from [Date], on the terms and conditions as decided by the Board.”
📤 Step 3: File Form DIR-12 with ROC
- File Form DIR-12 within 30 days of appointment
- Attachments required:
- Certified copy of Board Resolution
- Appointment letter
- Consent letter from CS
📌 Filing Fees: Based on company’s capital
📌 Certification: Required by a practicing CS/CA/CMA
🖋️ Step 4: Issue Appointment Letter
- Officially appoint the CS via Employment Letter
- Mention:
- Role and responsibilities
- Remuneration
- Probation/termination clauses
📚 Step 5: Update Statutory Registers & Letterhead
- Update:
- Register of Key Managerial Personnel (KMP) (if applicable)
- Company’s letterhead, website, statutory documents with CS name & membership no.
🔁 In Case of Resignation of CS
- File DIR-12 for cessation
- Take note in Board meeting
- Record in register of KMP
⚠️ Penalties for Non-Compliance
| Non-Compliance | Penalty |
|---|---|
| Not appointing CS (when mandatory) | Company & every officer: ₹5 lakh max + ₹1k/day |
| Non-filing DIR-12 | Additional ROC fee: ₹100/day after due date |
✅ Summary Checklist
| Task | Status |
|---|---|
| Qualified CS selected | ✅ |
| Board resolution passed | ✅ |
| Form DIR-12 filed with ROC | ✅ |
| Appointment/consent letter prepared | ✅ |
| Registers and company documents updated | ✅ |
Would you like:
- A template of Board Resolution and appointment letter?
- Help in filing Form DIR-12 with ROC?
- Guidance for appointing a CS in a startup or private company?
Let me know and I’ll prepare the formats or walk you through it.