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.
Joy Bose
March 16, 2021

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.

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