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How to Appoint a Company Secretary for a Company?

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.

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

  1. Intimation letter to the stock exchange
  2. Copy of Board Resolution for Board Meeting
  3. Consent letter of proposed Company Secretary (C.S.)
  4. Appointment letter
  5. 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.


βœ… 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 β‰₯ β‚Ή10 crore
Private companies Optional (unless specified in AoA or SEBI listing rules)

πŸ§‘β€πŸ’Ό Eligibility of a Company Secretary


πŸ“ Procedure to Appoint a Company Secretary

πŸͺͺ Step 1: Identify a Qualified CS


πŸ“‹ Step 2: Board Meeting or Resolution by Circulation

πŸ“„ Sample Board Resolution:

β€œRESOLVED 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.”

πŸ“€ Step 3: File Form DIR-12 with ROC

πŸ“Œ Filing Fees: Based on company’s capital
πŸ“Œ Certification: Required by a practicing CS/CA/CMA


πŸ–‹οΈ Step 4: Issue Appointment Letter


πŸ“š Step 5: Update Statutory Registers & Letterhead


πŸ” In Case of Resignation of CS


⚠️ Penalties for Non-Compliance

Non-Compliance Penalty
Not appointing CS (when mandatory) Company & every officer: β‚Ή5 lakh max + β‚Ή1k/day
Non-filing DIR-12 Additional ROC fee: β‚Ή100/day after due date

βœ… Summary Checklist

Task Status
Qualified CS selected βœ…
Board resolution passed βœ…
Form DIR-12 filed with ROC βœ…
Appointment/consent letter prepared βœ…
Registers and company documents updated βœ…

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How to Appoint a Company Secretary for a Company?

UNIT 3 COMPANY SECRETARY

Company Secretarial Guide

Company Secretary

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