When should a Company Secretary be appointed for a Private ltd Co? And What will be consequences if a he is not appointed?
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Appointment of Company secretary
Replies (5)
Read section 383A.
| APPOINTMENT OF COMPANY SECRETARY | ||||||
| (Section 383A & Companies (Appointment and Qualifications of Secretary) Rules, 1988) | ||||||
| 1 | Every company having paid-up share capital of not less than Rs. 5 Crores shall have whole time secretary [Rule 2(1)]. | |||||
| 2 | Where the paid up share capital is increased to Rs. 5 Crores or more, the Company shall appoint whole time secretary within a period of 1 year from the date of such increase [Proviso to Rule 2(4)]. | |||||
| 3 | A company having a paid up share capital of less than Rs. 2 Crores may appoint any individual, possessing qualification specified in Rule 2(4), as its whole time secretary to perform duties of secretary, and any other ministerial or administrative duties [Rule 2(3)]. | |||||
| 4 | A company having a paid up share capital of Rs. 2 Crores or more but less than Rs. 5 Crores may appoint any individual who is member of ICSI, as a whole time secretary [Rule 2(3A)]. | |||||
| 5 | A company having paid up capital of Rs. 10 lakhs or more but less than Rs. 5 Crores shall obtain Compliance Certificate from PCS provided if such company has appointed Whole Time Secretary who is member of ICSI then compliance certificate is not required to be obtained. | |||||
| 6 | Where the BOD comprises only two directors, neither of them shall be secretary of the Company. | |||||
| Summarized | ||||||
| Paid up Capital | Appointment of CS | Any Individual / Member of ICSI | Compliance Certificate | |||
| Rs. 5 Crores or more | Compulsory | Only Member of ICSI | N.A. | |||
| Rs. 10 Lakhs or more to Rs. 2 Crores | Voluntarily | Either of Above | Not required if CS is member of ICSI | |||
| Rs. 2 Crores or more to Rs. 5 Crores | Voluntarily | Member of ICSI | Not required if appointment is made | |||
| CS Ajay Mishra | ||||||
Every company having paidup capital of Rs. 5 Cr. more is required to appoint a Whole Time Company Secretary.
Every company having paid up capital of Rs. 2 Cr. or more may appoint Company Secretary.
(if CS is not appointed Compliance Certificate required ot be obtained)
Every Company having paid up capital of Rs. 10 Lacs or more but less than Rs. 5 Cr. Shall obtain Compliance Certificate from PCS provided that if such company has appinted Whole Time Company Secretary then Compliance Certificate is not required in this case also.
Hi,
Amended & Applicable Provision from 15th March 2009:
Get Mandatory Compliance Certificate:
- if your share capital is more than 10 lakhs (Not applicable if Company willingly appointed a Whole Time Company Secretary)
Mandatorily appoint a Whole Time Company Secretary:
- if your share capital is 5 crores.
Thank you to all.
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