TL;DR
- Every listed company, and every other company with paid-up share capital of ₹10 crore or more, must appoint a whole-time company secretary under section 203 of the Companies Act 2013 read with Rules 8 and 8A of the Managerial Personnel Rules.
- A vacancy must be filled by the Board within six months, and the appointment is reported in Form DIR-12 within 30 days.
- Default costs the company a penalty of ₹5 lakh.
Quick Answer: Every listed company, and every other company with paid-up capital of ₹10 crore or more, must appoint a whole-time company secretary. The duty comes from section 203 of the Companies Act 2013, read with Rules 8 and 8A of the Managerial Personnel Rules. A vacancy must be filled by the Board within six months.
The company secretary is one of the whole-time key managerial personnel that section 203 requires of prescribed classes of company. Section 203(1) itself names no threshold. The classes come from the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and they differ for public and private companies.
Whole-time company secretary at a glance
| Company | Whole-time company secretary required? | Provision |
|---|---|---|
| Listed company, any size | Yes | Rule 8 |
| Public company, paid-up capital of ₹10 crore or more | Yes | Rule 8 |
| Private company, paid-up capital of ₹10 crore or more | Yes | Rule 8A |
| Unlisted public company below ₹10 crore | No | Not covered by Rule 8 or Rule 8A |
| Private company below ₹10 crore | No | Not covered by Rule 8A |
Which Companies Must Appoint a Whole-Time Company Secretary?
Two rules set the classes. Rule 8 covers every listed company and every other public company with paid-up share capital of ₹10 crore or more. Rule 8A covers every private company with paid-up share capital of ₹10 crore or more.
The threshold is inclusive. A company with paid-up capital of exactly ₹10 crore is caught, and the test looks at paid-up capital only, not turnover or net worth.
Does a Government Company Need One?
Yes. The Ministry of Corporate Affairs (MCA) exemption notification for Government companies of 5 June 2015, G.S.R. 463(E) as amended, adds a sub-section (4A) that disapplies sub-sections (1) to (4) only for the managing director, chief executive officer, manager or whole-time director. The company secretary requirement is not disapplied.
What Does Rule 8 Require for Key Managerial Personnel?
A company within Rule 8 must have all three whole-time key managerial personnel listed in section 203(1) of the Companies Act 2013.
| Whole-time KMP under section 203(1) | Who fills it |
|---|---|
| Clause (i) | A managing director, chief executive officer or manager, and in their absence a whole-time director |
| Clause (ii) | A company secretary |
| Clause (iii) | A chief financial officer |
A private company within Rule 8A needs only the whole-time company secretary. Section 2(51) defines key managerial personnel more widely, but the definition does not itself impose an appointment.
Who Qualifies as a Company Secretary?
Section 2(24) defines a company secretary as a company secretary within section 2(1)(c) of the Company Secretaries Act 1980, appointed by a company to perform the functions of a company secretary. In practice that means a member of the Institute of Company Secretaries of India. The role is narrower than that of a general compliance officer, whose duties are covered separately.
What Changed in the 2020 Amendment?
Rule 8A was substituted by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2020, dated 3 January 2020 (G.S.R. 13(E)) and applicable for financial years beginning on or after 1 April 2020. The change narrowed the rule and raised the threshold.
| Point | Before the 2020 amendment | After the 2020 amendment |
|---|---|---|
| Companies covered | Any company not covered by Rule 8 | Private companies only |
| Paid-up capital threshold | ₹5 crore or more | ₹10 crore or more |
An unlisted public company below ₹10 crore therefore dropped out of the mandate altogether.
How Is a Company Secretary Appointed?
By a resolution of the Board containing the terms and conditions of appointment, including remuneration, under section 203(2). Rule 8(2) of the Meetings of Board Rules makes the appointment of key managerial personnel a power exercisable only at a Board meeting.
| Step | Requirement | Provision |
|---|---|---|
| Board resolution | Passed at a Board meeting, with terms and remuneration | Section 203(2); Rule 8(2), Meetings of Board Rules |
| Form DIR-12 | Filed with the Registrar within 30 days of the appointment | Section 170(2); Rule 18, Appointment and Qualification of Directors Rules |
| Form MGT-14 | Filed by a public company, and by a private company in default of its financial statement or annual return filings, within 30 days of the resolution | Section 117(1) and (3)(g) |
| Form MR-1 | Not required for a company secretary | Rule 3, Managerial Personnel Rules |
A private company is exempt from filing the resolution under section 117(3)(g), by MCA's exemption notification of 5 June 2015 as amended in 2017, provided it has no default in filing its financial statements or annual return. Its other Registrar of Companies (ROC) filings follow the usual ROC compliance for a private limited company.
Can a Company Secretary Serve Two Companies?
Only in a subsidiary. Section 203(3) bars a whole-time key managerial personnel from holding office in more than one company at the same time, except in its subsidiary company.
When Must a Company Secretary Vacancy Be Filled?
Within six months. Section 203(4) requires the Board to fill the vacancy at a Board meeting within six months from the date the office is vacated. A new appointment then runs through the same Board resolution and Form DIR-12 steps. Directors who pass that resolution also keep their own DIR-3 KYC cycle current.
What Is the Penalty Under Section 203(5)?
The current penalty, in the consolidated Act as on 1 September 2026, was substituted by the Companies (Amendment) Act 2019 with effect from 2 November 2018.
| Person in default | Penalty |
|---|---|
| The company | ₹5,00,000 |
| Every director and key managerial personnel in default | ₹50,000, plus ₹1,000 for each day after the first that the default continues, up to ₹5,00,000 |
What Applies to Companies Below the Threshold?
No whole-time company secretary is required, but a practising company secretary still has a role in three filings, two of them on the annual return on Form MGT-7 or MGT-7A. Each sits on the wider secretarial and company-law calendar.
| Requirement | Applies to | Provision |
|---|---|---|
| Annual return signed by a company secretary in practice, where there is no company secretary | Companies other than small companies and OPCs | Section 92(1) |
| Annual return certified in Form MGT-8 | Listed companies, and companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more | Section 92(2); Rule 11(2), Management and Administration Rules |
| Secretarial audit in Form MR-3 | Listed companies; public companies with paid-up capital of ₹50 crore or more or turnover of ₹250 crore or more; any company with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more | Section 204(1); Rule 9, Managerial Personnel Rules |
How Are Appointment Deadlines Tracked Across a Group?
The trigger is paid-up capital, which can cross ₹10 crore on a single allotment. A compliance management platform can carry the appointment obligation for each entity, open the six-month vacancy clock when the office falls vacant, and hold the DIR-12 filing as evidence.
LexComply does not appoint or file anything; the Board appoints and the company files with the Registrar. You can get in touch to see how the threshold would be tracked.
Common Mistakes to Avoid
- Applying the pre-2020 ₹5 crore threshold. Rule 8A, as substituted for financial years from 1 April 2020, uses ₹10 crore or more and covers private companies only.
- Requiring a whole-time company secretary in a small unlisted public company. Rule 8 reaches a public company only at ₹10 crore or more of paid-up capital, unless it is listed.
- Filing Form MR-1 for a company secretary. Rule 3 of the Managerial Personnel Rules limits MR-1 to a managing director, whole-time director or manager; the company secretary goes on DIR-12.
- Leaving the post vacant beyond six months. Section 203(4) requires the Board to fill it within six months of the vacancy.
- Treating the threshold as turnover-based. Rules 8 and 8A test paid-up share capital only.
- Appointing one company secretary across sister companies. Section 203(3) allows a second office only in a subsidiary company.
Legal Disclaimer
This article is general information on Indian company law, current as at the date shown above. It is not legal advice and does not take account of any particular company's facts. Obtain professional advice before acting on any position described here.