When is a company legally required to appoint a whole-time company secretary?

My company's paid-up capital has crossed a certain level and I want to know if we now need to appoint a company secretary. What I am unsure about is the procedure — where the application goes, what it costs, and how long company secretary appointment matters usually take. A plain explanation of the steps, in order, would help more than a general answer.

The law that applies to company secretary appointment here is Companies Act 2013, Section 203, Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Rule 8A and Company Secretaries Act 1980, Section 2. The detail below matters, because Companies Act 2013, Section 203 draws the line differently depending on what your documents show.

Section 203 requires listed companies and other prescribed classes of companies to appoint a whole-time company secretary, managing director and CFO as key managerial personnel.

Rule 8A of the Managerial Personnel Rules mandates every private company with paid-up share capital of Rs.10 crore or more to appoint a whole-time company secretary.

Section 2 of the Company Secretaries Act 1980 defines who qualifies as a company secretary, requiring membership of the Institute of Company Secretaries of India.

A vacancy in the position of company secretary must be filled within six months, and the board must ensure continuous compliance to avoid penalties under Section 203(5).

Companies not meeting the threshold may instead engage a practising company secretary to obtain the annual secretarial compliance certificate required under applicable rules.

What this means for you: 1) Check your company's paid-up capital against the Rs.10 crore threshold; 2) Appoint a qualified company secretary through a board resolution if the threshold is met; 3) Fill any vacancy in the company secretary position within six months; 4) Obtain the annual compliance certificate from a practising company secretary if required.

Where the facts are disputed, what usually decides a company secretary appointment matter is the paper trail — dated complaints, acknowledgments and written replies under Companies Act 2013, Section 203. You can post the details on the MyVakeel forum for a practising advocate to review, or book a paid consultation with a Bar Council verified lawyer in corporate law.

Disclaimer: This information is for general awareness and does not constitute legal advice. Statutes and their interpretation change, and outcomes depend on the facts of your case. Please consult a qualified advocate before acting on it.