Appointment of Company Secretary

---

Article 82 of Table A provides that a Secretary may be appointed by Board of directors for such term, at such remuneration, and upon such conditions as it may think fit. Normally the Board of directors appoint the company secretary soon after the incorporation . In addition to Board resolution, service agreement is also executed between the company and the secretary so appointed.

A secretary employed by the promoters before incorporation of the company is often termed as 'protem secretary' or a secretary for the time being.

Any contract of an appointment of an individual as company secretary, of a company prior to its incorporation, would not empower the person so appointed to work as secretary after the formation of company. Such an appointment can't even be ratified by the company after its incorporation on the principal laid down in Kelner vs Baxter, that a contract can't be ready ratified if the principal had no contractual capacity at the time of contract and it was entered into on behalf of the principal company not in existence. In such cases, it is necessary for the company secretary so appointed to enter into fresh contract with the company after it came into existence.

The procedure for appointment of a Company Secretary is as follows:-

(1) Resolution should be passed by Board of directors.

(2) Agreement of service should be executed.

(3) Details of company secretary must be recorded in the Register of Directors, etc. under section 303.

(4) Within 30 days of such appointment, a return (in duplicate) in form no. 32 shall be filed with the Registrar  of Companies.

(5) In the case of listed companies, give the intimation to all the Stock Exchanges where the securities of the company are listed.