Board Resolutions

Appointment of Company Secretary

Standard format — adapt the highlighted details to your company, and have a professional review it before use.

Customize for my company

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (XYZ PRIVATE LIMITED) HELD ON (DAY), (DATE) AT (TIME) AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS)

RESOLVED THAT pursuant to Section 2(24) & Section 203 read with rule made there under and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force Mr. X an Associate/Fellow Member of the Institute of Company Secretaries of India, who possess the requisite qualification as prescribed under the Companies (Appointment and Qualifications of Secretary) Rules, 1988, be and is hereby appointed as Company Secretary w.e.f. (DATE) at a monthly remuneration of Rs. (AMOUNT) to perform the duties of a Secretary as required under the Companies Act, 2013 and any other duties assigned by the Board of Directors from time to time.

FURTHER RESOLVED THAT the remuneration payable to MR. X may be revised from time to time by the Board of Directors or any Remuneration Committee that may be formed for this purpose.

FURTHER RESOLVED THAT MR. X be and is hereby authorized to file Form DIR-12, Form MR-1, Form MGT 14 and any other Forms as may be required with the Registrar of Companies and to do all such acts, deeds, things etc. as may be required to implement the above resolutions.

CERTIFIED TRUE COPY
For XYZ PRIVATE LIMITED

Name: XYZ
Designation: Director
DIN: 0124564
Address: …………………………………………………..

This template is a starting point, not legal advice. Adapt it to your situation — and for anything high-stakes, get a professional review before you sign or send it.

Understanding this document

What is appointment of company secretary?

This board resolution appoints a Company Secretary under Section 203 of the Companies Act, 2013. Every listed company, and every public company with paid-up capital of ₹10 crore or more, must have a whole-time CS. It is a key managerial personnel appointment, not a routine hire.

When do you need it?

When the company first crosses the threshold, or within six months of the position falling vacant — the Act allows no longer. The appointment itself is by board resolution; DIR-12 follows within 30 days.

Common mistakes to avoid

Leaving the vacancy open beyond six months — the penalty clock under Section 203 is steep and personal (officers in default).
Forgetting DIR-12 within 30 days of the board meeting.
No written consent (DIR-2) from the appointee on record before the resolution.
Appointing someone who is already a whole-time KMP elsewhere — one person, one whole-time KMP role.

Need it tailored to your company?

Templates cover the standard cases. If your situation has complications — multiple parties, unusual terms, regulatory scrutiny — get it drafted properly. Our CAs, CSs and lawyers do this every day.

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