Company secretary: role, when mandatory and practising CS
A company secretary is an ICSI member who handles governance and compliance. A whole-time CS is mandatory at paid-up capital of ₹10 crore or more.
Short answer
A company secretary (CS) is a professional who is a member of the Institute of Company Secretaries of India (ICSI) and advises a company on corporate governance and compliance with company, securities and related laws. A whole-time company secretary is key managerial personnel and is mandatory for listed companies and other companies with paid-up capital of ₹10 crore or more.
- Professional body
- Institute of Company Secretaries of India
- Law
- Company Secretaries Act, 1980
- Whole-time CS mandatory
- Listed companies; paid-up capital ₹10 crore or more
- Status
- Key managerial personnel
What a company secretary does
An in-house company secretary manages board and general meetings, prepares minutes, maintains statutory registers, ensures ROC filings are made on time, advises directors on their duties, and acts as the link between the board, shareholders and regulators. In listed companies, the CS is usually the compliance officer under SEBI regulations. Companies below the threshold can engage a practising company secretary for filings and advice instead of employing one.
Certifications by practising company secretaries
Practising company secretaries also certify forms and conduct audits required by law, which companies of every size may need at some point in their life cycle. Common ones include the following.
- Secretarial audit under section 204, for listed companies and larger public companies
- Certification of the annual return in Form MGT-8, for listed companies and companies above the prescribed limits
- Certification of incorporation and other e-forms
- Compliance certificates and due diligence reports
Why it matters for startups
Most early-stage startups do not need a whole-time CS, but good secretarial practice prevents costly gaps. Engaging a practising CS for board processes, registers and filings keeps records investor-ready. Plan to appoint a whole-time CS when paid-up capital approaches ₹10 crore, and file the appointment with the ROC. Late appointment attracts penalties on the company and its officers.
Related services
Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
Is a company secretary mandatory for a private limited company?
Only if its paid-up capital is ₹10 crore or more. Smaller private companies can use a practising CS as needed.
What is the difference between a CS and a CA?
A CS specialises in corporate governance and company law compliance, while a CA specialises in accounting, audit and tax.
Can a director act as company secretary?
A person must be a qualified member of ICSI to be appointed company secretary. A qualified director could hold both roles subject to the rules.