HomeCompany secretary

Learn more about Company Secretary in India

Needs change at different stages of a company’s life, and these changes necessitate adaptation. The administration and modification of a company, on the other hand, can become cumbersome and burdensome, which is why the Companies Act requires every corporation to appoint a company secretary. The company secretary is in charge of ensuring that the company follows all applicable laws and regulations. In addition, the company secretary informs the directors of their legal obligations to the company. The Companies Code establishes the legal framework in which the secretary and directors must function. The compliance officer of the company is the company secretary. We ensure consistency and full company secretaryship, making constitutional changes as needed, as well as drafting and fillings

Table of contents

What is a Company Strategy?

The Company Secretary, according to the Companies Act, is an individual who:

1. Is an approved member of the Institute of Company Secretaries of India (ICSI)
2. Performs many functions characterised by the Institution and follows laws and regulations defined under the Companies Act.

The Companies Act also adheres to and imposes special status on every company secretary to serve as a Key Managerial Personnel (KMP) to provide his skills as an employee in every:
A private company with a paid-up capital of at least Rs. 5 crore.
A public company with a paid-up capital ranging from Rs. 5 crore to Rs. 10 crore.

A business secretary has a multi-disciplinary background due to their many jobs and responsibilities. The position of company secretaries in Indian organisations is expanding at a rapid speed; with an increase in the number of compliances, the necessity for and duties of CS cannot be overlooked. If a corporation fails to follow the processes outlined in the Companies Act and other applicable legislation, it may face a multitude of consequences that only a Company Secretary may mitigate.

What are the duties of a Corporate Secretary?

The Corporate Secretary plans and executes all Board of Director and committee meetings, including strategic planning, agenda creation, inviting appropriate attendees, reserving meeting space, and covering all potential logistical issues. He or she is also in charge of the corporation’s shareholder meetings.

The Corporate Secretary is responsible not just for taking meeting minutes, but also for their content and distribution. The minutes of meeting must correctly explain and communicate clearly the Board of Directors’ final decisions. The Corporate Secretary is the official in charge of putting all of the board’s decisions into action.

The Corporate Secretary also retains and organises all of the corporation’s considerable documents as well as records; most of these could include its Certificate of Good Standing, business licences, SEC compliance required documentation, stock transfers, proxy statements, shareholder communications, contracts and the corporation’s Capitalization Table.

A Company Secretary should be willing and able to advise a Board of Directors about the Board’s aims and obligations, as well as the specific roles of the officers. If the corporation has subsidiaries, the Corporate Secretary will frequently advise the board on how to manage and administer them.
When new board members are appointed to a corporation’s Board of Directors, the Corporate Secretary is in charge of their orientation, training, and briefings.

When are Secretary Services necessary?

In terms of Corporate Secretary, a corporation can expect specific changes in the course of its industry and must sign up and have these business changes registered with the Indian authorities. The right organisation can file and handle the company’s records. To minimise thoughtless mistakes and record loss, the company should use an experienced legal firm. Professional legal personnel can help your organisation rapidly file proper information, paperwork, and resolutions with the relevant governmental offices. To avoid litigation or fines from government bodies, a professional business will ensure that financial accounts are correct and presented on time.

Why outsource Corporate Secretarial to us?

1. Change the Company's name

Corporate secretaries play an integral role in collaborating with the executive team. It has the possibility to apply the steps to rename your company. Here are the primary stages to renaming your company in India:

➤ Organize a Board Meeting
➤ Apply for Approval at the Bombay Stock Exchange
➤ Host a General Meeting
➤ Obtain clearance from the Bombay Stock Exchange
➤ Request final approval from the BSE
➤ Dedicated final approval from Bombay Stock Exchange
➤ Letting all regulatory authorities, as well as the public, know about the name change

2. Change the Company's address

The following is the technique for moving the RO from one state to another:

➤ Draft the company's memorandum and articles of incorporation
➤ Hold a board meeting with the directors, in accordance with the ICSI requirements for board meetings outlined in SS-1, and have the notification calling for the EGM signed by the directors
➤ Call an EGM of shareholders and have the members vote on a specific motion to alter the company's Memorandum of Association (MoA). A special resolution is a decision made by more than 75% of the voting rights
➤ Submit a certified copy of the resolution to the RoC in form MGT-14 together with the stipulated fee within 30 days after the resolution's passage
➤ Submit an application to the federal government in form INC 23 asking approval for a change in the MoA in relation to the move
➤ 30 days before the hearing, the application must be advertised in two newspapers, one in English and one in the state's primary language
➤ Mail the notice of application to all creditors and debenture holders, the registrar, the chief secretary of the state
➤ If anyone objects, provide a copy of the objection to the federal government or regional director (RD) on or before the hearing
➤ If no objections are presented, the RD will issue orders without a hearing. The RD may ratify the modification by placing an order with or without conditions. 10. File form INC 22 with both RoCs together with supporting documentation. After that, submit form INC-28 to the RoC within 30 days of the order's issuance to make it effective

Companies that relocate the RO inside the city or town borders may do so without the authorization of the shareholder or any other authority. However, they must inform the registrar of the change in e-form INC-22, together with other appropriate papers and a fee, within the prescribed number of days.
Companies that relocate the RO beyond the municipal borders but within the same state must get shareholder permission through special resolutions.

3. Appoint a new company director

Directors are selected by a company’s shareholders to oversee the company. A Private Limited Company must have at least two Directors, whereas a Limited Company must have at least three Directors. A Limited Liability Partnership (LLP), on the other hand, has Designated Partners, and the Limited Liability Partnership Act, 2008 requires each LLP to have at least two Designated Partners. Appointing or removing a director or Designated Partners is thus necessary for a variety of reasons. Themis Partner can assist you with submitting the appropriate paperwork to add or remove a Director or Designated Partner from your firm.

4. Replace the company's shareholders

The following procedures must be taken in order to effect the share transfer:

➤ Obtain a share transfer deed in the format specified
➤ Sign the share transfer deed by the Transferor and Transferee
➤ Stamp the share transfer deed in accordance with the Indian Stamp Act and the State Stamp Duty Notification
➤ Have a witness sign the share transaction deed with his or her name, signature, and address
➤ Deliver the transfer document and the share certificate or allocation letter to the Company
➤ The corporation must process the documentation and, if accepted, supply the transferee with a new share certificate

5. Increase the register capital

Before initiating the procedures for expanding the authorized share capital.

➤ Verify the Company's AOA
➤ Hold a Board Meeting by sending notice to Directors
➤ Obtain consent from the Board of Directors and the company secretary present at the meeting to distribute the notice of the Extraordinary General Meeting to the shareholders
➤ Fill out the form SH7 within 30 days of the ordinary resolution being passed

The specified government charge for the permitted capital must be paid, as well as the papers listed:

➤ Notice of the General Meeting
➤ A true and authorized duplicate of the regular resolution
➤ A revised Memorandum of Association (Which depicts the higher authorized capital)

If the procedure outlined in the Companies Act and the Companies Rules is followed to increase the company’s authorised capital, the registrar will approve the filing and increase the company’s authorised share capital. The MCA site will be updated with the new authorised share capital.

6. Change the company's objectives

➤ Approve EGM Special Resolution
➤ Draft a Minutes of Meeting mentioning all details about the new company objective(s) as the justification of the change and the estimated financial impact on earnings and cash flow
➤ MGT-14 must be submitted to RoC
➤ New certificate of organization is issued
➤ Including an object phrase in the MoA and AoA

Why is Company Secretary important in India?

The process of establishing a company’s presence in India begins with incorporation, which includes everything from strategy to execution to compliance. This three-pronged approach enables us to provide comprehensive company secretarial services in a non-traditional manner, assisting foreign entrants in India in developing a flexible yet robust business methodology with future scalability.
A business entity can be formed in a variety of ways, depending on the short- and long-term presence an organisation wishes to establish in India. Although the type of project workplaces and liaison offices may encourage short-term involvement, long-term presence includes a wholly owned corporation or a cooperation such as an LLP to be incorporated.

Share information

Ready to get started ?

Stay compliant and file any company updates swiftly and accurately.

Request a quote