Key managerial personnel · Section 203
Whole-Time Company Secretary — Who Must Appoint One
Is a company secretary mandatory for a private limited company? For most startups the answer is no — until paid-up share capital reaches ₹10 crore. Here is the rule, the timelines and the boundary case where small-company status does not help.
Short answer
A private company must have a whole-time company secretary once its paid-up share capital reaches ₹10 crore (rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014). Every listed company, and every other public company with paid-up capital of ₹10 crore or more, must have one as part of its whole-time key managerial personnel (rule 8).
The test is paid-up share capital — not authorised capital, net worth or turnover. Below ₹10 crore a private company is not required to employ a company secretary.
Who must appoint one
| Company | When a whole-time company secretary is required | Rule |
|---|---|---|
| Listed company | Always, whatever its capital | Section 203 read with rule 8 |
| Unlisted public company | Paid-up share capital of ₹10 crore or more | Rule 8 |
| Private company | Paid-up share capital of ₹10 crore or more | Rule 8A |
| Anything below those limits | Not required | — |
The private-company figure was ₹5 crore until the Amendment Rules notified on 3 January 2020 raised it to ₹10 crore for financial years commencing on or after 1 April 2020. The Supreme Court dismissed a plea challenging that increase.
What counts: paid-up capital, not authorised capital
Authorised capital is the ceiling the memorandum permits; paid-up capital is what shareholders have actually subscribed and paid. A company with ₹25 crore authorised and ₹3 crore paid-up is nowhere near the limit.
What we could not confirm: the rule does not state the date on which paid-up capital is measured, and we found no published guidance that does. Many companies look at their latest balance sheet. If an allotment takes capital across ₹10 crore mid-year, take advice on when your obligation starts rather than assume it waits for the next balance sheet.
Timelines, filing and penalty
- Vacancy. If the office falls vacant, the Board must fill it within six months of the vacancy (section 203(4)).
- Filing. An appointment, or any change, is reported to the Registrar in Form DIR-12 within 30 days (section 170(2) and rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014).
- Penalty. Default attracts a penalty of ₹5 lakh on the company, and ₹50,000 on each director and key managerial person in default plus ₹1,000 for each further day, up to ₹5 lakh (section 203(5)). Registrars have imposed penalties for long delays in filling the office.
If you are below the limit
A company below ₹10 crore has no obligation to employ a company secretary. Many use a practising company secretary or another professional for ROC filings. That is an engagement, not an appointment as key managerial personnel, and a part-time engagement is not a whole-time appointment if the company later crosses the limit.
Secretarial audit is a different requirement with its own thresholds; this page does not cover it.
Small company and the ₹10 crore boundary
The small-company limit is paid-up capital that “does not exceed” ₹10 crore; rule 8A applies at ₹10 crore “or more”. A private company with paid-up capital of exactly ₹10 crore is therefore both a small company and caught by rule 8A. We found no provision exempting small companies from the rule, so small-company status does not help here.
Pending change — not law
The Corporate Laws (Amendment) Bill, 2026 does not amend section 203 itself, but proposes a new section 203A that would let a whole-time key managerial person who is not a director — the company secretary, for example — resign by written notice and, if the company does not acknowledge it, give the notice to the Registrar directly. The Bill was introduced on 23 March 2026, the Joint Parliamentary Committee reported on 3 August 2026, and we found no sign of passage as of 1 October 2026.
Limited liability partnerships
An LLP has no key managerial personnel and section 203 has not been extended to LLPs. A company secretary in practice does appear in LLP compliance — certifying Form 11 above certain limits. See MGT-8 and company secretary for an LLP.
FAQ
Is a company secretary mandatory for a private limited company?
Only when paid-up share capital is ₹10 crore or more (rule 8A). Below that it is not required.
Is a company secretary mandatory for a startup?
A startup that is a private company follows the same test — paid-up share capital of ₹10 crore or more. Most startups are well below it.
Does authorised capital count?
No. The test is paid-up share capital — the amount actually subscribed and paid.
How long do we have to appoint one after the post falls vacant?
Six months from the vacancy (section 203(4)).
Which form is filed on appointment?
DIR-12, within 30 days of the appointment or change.
Can a small company skip it?
Not if paid-up capital is ₹10 crore or more. We found no exemption for small companies from rule 8A.
Does an LLP need a company secretary?
No whole-time one. A practising company secretary certifies Form 11 above prescribed limits.
Related
- Small company definition — the current limits
- Form MGT-8 — who needs it
- Companies Act thresholds at a glance
- MGT-8 and company secretary for an LLP (llpconsultant.com)
Sources: Companies Act, 2013, sections 203 and 170(2); Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, rules 8 and 8A, as amended by the notification of 3 January 2020; Companies (Appointment and Qualification of Directors) Rules, 2014, rule 18; Corporate Laws (Amendment) Bill, 2026 (Taxmann analysis). The penalty amounts under section 203(5) are as reported in professional summaries; check the current text before quoting them in a response to a notice.
Position as at 1 October 2026, based on section 203 of the Companies Act, 2013 and rules 8 and 8A. Guidance, not legal advice.