Procedure for appointment of Company Secretary PDF Print Email

Convene Board Meeting after giving notice to all the directors [Section 286] to discuss besides others the following matters.

§                Approve the terms and conditions on which the Company Secretary is proposed to be appointed.


Obtain a [written consent] from the person who is to be appointed as Company Secretary.


Inform the Stock Exchange with which shares of the company are listed about the date of this meeting prior to the board meeting. [Clause 19 of the Standard Listing Agreement]


Inform the said Stock Exchange within 15 minutes of the board Meeting, of the outcome of the meeting by letter or fax.


File [e-form no 32] with the concerned ROC within 30 days from the date of Appointment.


Pay the requisite fee through Credit Card / by cash / by cheque in favour of “MCA Collection Account ICICI Bank” at the prescribed rates. [Fee Calculator]


Make necessary entries in the Register of Directors/ Secretary. [Section 303(1)]


According to sub-section (1) of this section, every company having a prescribed paid-up share capital shall have a whole-time secretary. However, the proviso to sub-section (1) states that every company not required to employ a whole time secretary under sub-section (1) shall file with the Registrar a certificate from a secretary in whole-time practice in the prescribed form. The 'whole-time secretary' indicates that a Company Secretary must be in the employment of the company. 

According to, sub-section (1), where the Board of directors of any such company comprises only two directors, neither of them shall be the secretary of the company. According to regulation 82(2) of Table A, a director may be appointed as manager or secretary However, this regulation is “Subject to the provisions of the Act.” Thus the power conferred on the Board by this regulation has to be exercised subject to the sub-section (1). Accordingly, a director may be appointed as secretary provided, however, that where the Board of directors of a company having the paid-up share capital prescribed for the purposes of section 383A, comprises only two directors, neither of them shall be appointed as the secretary. 

Section 383A does not expressly provide as to who can appoint a secretary. However, having regard to the position, duties and functions of a secretary it is advisable that the Board of directors appoints the Secretary, by its resolution. 

Every Company having a paid up Capital of Rs. 5, 00, 00,000/- (Rupees five crores only) or more shall have a whole time company secretary holding a membership of the Institute of Company Secretary of India. 

Paid up Capital includes Equity Share Capital as well as Preference Share Capital.