Engagement
Is a Company Secretary Compulsory for a Private Limited Company?
Last reviewed 28 October 2026
A private company needs a whole-time company secretary only if paid-up capital is ₹10 crore or more. Where a practising CS is still required, and the penalty.
In short
Short answer: a private limited company must appoint a whole-time company secretary only when its paid-up share capital is ₹10 crore or more (rule 8A). Below that, no in-house CS is required, but the Act still asks for a practising CS's signature or certificate in several places.
1. When a whole-time CS is compulsory
| Company | Whole-time CS required? | Rule |
|---|---|---|
| Private company, paid-up capital below ₹10 crore | Whole-time CS required?: No | Rule: Rule 8A |
| Private company, paid-up capital ₹10 crore or more | Whole-time CS required?: Yes | Rule: Rule 8A |
| Public company, paid-up capital ₹10 crore or more | Whole-time CS required?: Yes, along with MD/CEO/manager or WTD, and CFO | Rule: s.203(1), rule 8 |
| Listed company | Whole-time CS required?: Yes, along with MD/CEO/manager or WTD, and CFO | Rule: s.203(1), rule 8 |
For rule 8A, only paid-up share capital counts. Turnover and borrowings do not. Rule 8A in its current form applies from 01.04.2020; the earlier ₹5 crore threshold no longer applies.
2. Vacancy and penalty
- A vacancy in the office of the CS must be filled by the Board at a board meeting within six months (s.203(4)).
- Penalty for default (s.203(5)): ₹5 lakh on the company; ₹50,000 on every director and KMP in default, plus ₹1,000 a day for a continuing default, up to ₹5 lakh.
3. Where a practising CS is still needed, even without an in-house CS
| Requirement | Who it applies to | Law |
|---|---|---|
| Signing the annual return (MGT-7) | Who it applies to: Companies with no CS, other than OPCs and small companies (a director signs for those) | Law: s.92(1) and proviso |
| Certifying the annual return (Form MGT-8) | Who it applies to: Paid-up capital ₹10 crore or more, or turnover ₹50 crore or more | Law: s.92(2), rule 11(2) |
| Secretarial audit (Form MR-3) | Who it applies to: Public companies with paid-up capital ₹50 crore or more or turnover ₹250 crore or more; every company, including private, with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more | Law: s.204, rule 9 |
| Pre-certifying e-forms (INC-22, PAS-3, SH-7, CHG-1, MGT-14, DIR-12 and others) | Who it applies to: Companies filing those forms | Law: Rule 8(12), Registration Offices and Fees Rules 2014 |
The penalty for not complying with s.204 is ₹2 lakh each on the company, every officer in default and the practising CS (s.204(4)).
4. Who counts as KMP
Under s.2(51), key managerial personnel are the CEO, MD or manager; the company secretary; a whole-time director; the CFO; an officer not more than one level below the directors who is in whole-time employment and designated KMP by the Board; and any other officer prescribed.
5. How we help
For private companies below the ₹10 crore threshold, we act as the practising CS: annual return signing, form certification, board and general meeting documentation, and statutory registers. Where a whole-time CS is required, we can support the appointment filings and the transition. Share your company's paid-up capital and turnover to get a fee quote.
Documents & E-Forms
- Sec. 203
- Rule 8A
- MGT-8
- MR-3
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