When building a company, compliance is not just a checkbox- it’s the backbone that ensures smooth functioning, legal validity, and market trust. Among the key professionals steering compliance, the Company Secretary (CS) plays one of the most critical roles.
This blog discusses the appointment of a Company Secretary in India, their roles, responsibilities, eligibility criteria, and the complete procedure for appointment and removal, as guided by the Companies Act, 2013.
Table of Contents
Who is a Company Secretary?
A Company Secretary (CS) is a key managerial professional responsible for ensuring that a company complies with legal, regulatory, and governance requirements. In India, a Company Secretary serves as the compliance officer, legal advisor, and corporate governance guide.
The core duties include:
- Overseeing compliance under the Companies Act, 2013
- Drafting, filing, and maintaining legal documentation
- Facilitating communication between the board of directors and shareholders
- Distributing dividends and handling investor relations
- Maintaining statutory records and registers
- Organising and recording minutes of board and shareholder meetings
- Drafting policies and internal documents for the company
- Ensuring compliance with stock exchanges (for listed companies)
- Managing corporate actions like mergers, acquisitions, and restructuring
Eligibility Criteria of a Company Secretary
To qualify as a Company Secretary in India:
- One must pass the ICSI (Institute of Company Secretaries of India) exam and hold an active membership with ICSI.
- Listed companies are required to appoint a full-time Company Secretary.
- Public and private companies with paid-up share capital of ₹10 crore or more must mandatorily appoint a whole-time CS.
This ensures that companies above a specific size have strong compliance and governance oversight.
Importance of the Company Secretary in the Business Environment
A Company Secretary is more than a compliance officer—they are strategic advisors who ensure a business operates within legal frameworks while fostering governance and ethical practices.
Key importance includes:
- Ensuring compliance with corporate and securities law
- Advising leadership on legal and governance risks
- Playing a critical role in board meetings and influencing policy decisions
- Building trust with investors, regulators, and the public through transparent reporting
By law, only those with ICSI membership or equivalent recognised qualifications can be appointed, ensuring professional credibility.
Functions of Company Secretaries
Under Section 205 of the Companies Act, 2013, the functions of a Company Secretary include:
- Ensuring the company complies with the secretarial standards issued by ICSI
- Reporting compliance status to the Board of Directors regularly
- Performing duties as prescribed by the Companies Act and other applicable laws
This formalises their role as the company’s governance backbone.
Duties of a Company Secretary
According to Rule 10 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the duties of a CS include:
- Guiding directors on their statutory responsibilities
- Convening and recording minutes of board and general meetings
- Ensuring approvals for company actions like the issue of shares, loans, or mergers
- Representing the company before regulators, tribunals, and government bodies
- Assisting the board in company affairs and decision-making. Ensuring compliance with corporate governance standards and best practices
Responsibilities of a Company Secretary in India
In India, a Company Secretary carries responsibilities that go beyond legal compliance:
- Facilitating business operations by ensuring all approvals are in place
- Conducting secretarial audits to verify compliance
- Advising on corporate transactions such as mergers, acquisitions, and share issues
- Promoting corporate governance through ethics, transparency, and accountability
- Acting as a communication link between management, regulators, and investors
Rules of Company Secretary Appointment in India
As per Section 203 of the Companies Act, 2013, and Rules 8 & 8A:
- Every listed company must appoint a whole-time Company Secretary.
- Every public or private company with a paid-up share capital of ₹10 crore or more must also appoint a CS.
- Smaller companies may appoint a CS, though it is not mandatory.
Company Secretary Appointment Procedure in India
The process for appointing a Company Secretary involves:
- Notifying directors through a Board Meeting under Section 173
- Passing a Board Resolution for the appointment
- Filing Form DIR-12 with the Registrar of Companies (ROC) within 30 days
- Submitting Form MGT-14 (where applicable) with prescribed fees
- Updating statutory registers as per Section 170 of the Companies Act, 2013
- For listed companies, informing the stock exchange about the appointment
Procedure for the Removal/Resignation of Company Secretary
If a Company Secretary resigns or is removed:
- The company must hold a Board Meeting to pass a resolution
- File DIR-12 with the ROC (and MGT-14 in the case of public or listed companies)
- Inform stock exchanges in case of listed entities
Update the register of directors and key managerial personnel as per Section 170
Frequently Asked Questions (FAQs)
The Board of Directors of a company appoints a Company Secretary through a board resolution. The decision is recorded in the company’s board meeting minutes.
Under Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and every public company with a paid-up share capital of ₹10 crore or more must appoint a whole-time Company Secretary.
Yes, the appointment of a Company Secretary is a board resolution, and filing of Form MGT-14 with the Registrar of Companies (ROC) is required under Section 117(3) of the Companies Act, 2013.
The appointment of a Company Secretary must be made within 30 days from the date on which the company becomes legally obliged (i.e., when it crosses the prescribed paid-up capital threshold or is incorporated as a listed company).
- For private limited companies: Appointment of a CS is not mandatory, regardless of share capital.
- For public companies: It is mandatory to appoint a whole-time CS if the paid-up share capital is ₹10 crore or more.
- For listed companies: Appointment of a CS is always mandatory.
Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.
His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.
