Corporate Secretarial Services

Corporate secretarial services cover the ongoing governance paperwork a company is legally required to maintain under the Companies Act 2013 — convening and minuting Board and general meetings, drafting resolutions, maintaining statutory registers (members, directors, charges, and others), preparing notices and agendas, and filing event-based forms with the Registrar of Companies whenever a director changes, shares are transferred, a charge is created, or the registered office moves. It is distinct from — but closely linked to — the annual statutory audit and MCA return filings.

Not automatically. Under Section 203 of the Companies Act 2013, a whole-time Company Secretary is mandatory only for listed companies and for every other public company with paid-up share capital of ₹10 crore or more. Private companies below this threshold are not required to employ a CS. However — and this is the point most founders miss — every secretarial obligation under the Act (Board meetings, minutes, registers, resolutions) still applies to a private company regardless of size. The obligation to comply does not disappear just because the obligation to hire a CS does not apply.

Statutory registers are the formal records a company must maintain under Section 88 and related provisions of the Companies Act 2013 — including the Register of Members, Register of Directors and Key Managerial Personnel, Register of Charges, Register of Contracts and Arrangements in which directors are interested, Register of Loans/Guarantees/Investments, and Register of Renewed and Duplicate Share Certificates, among others depending on the company's activity. Each has a prescribed format under the Companies (Management and Administration) Rules 2014. These are separate from — and in addition to — the annual filings made with MCA.

A minimum of 4 Board meetings per financial year, with the gap between any two consecutive meetings not exceeding 120 days, under Section 173 of the Companies Act 2013. The first Board meeting after incorporation must be held within 30 days of the Certificate of Incorporation. Notice of at least 7 days is required for each meeting unless all directors consent in writing to a shorter notice period.

An ordinary resolution requires a simple majority (more than 50%) of votes cast by members at a general meeting. A special resolution requires at least 75% of votes cast in favour. The Companies Act specifies which corporate actions require which type — for example, altering the Articles of Association, changing the registered office beyond certain limits, issuing further share capital in certain ways, and approving related-party transactions above prescribed thresholds all require special resolutions. Using an ordinary resolution where a special resolution is legally required makes the underlying corporate action void.

Minutes must be entered in the Minutes Book within 30 days of the conclusion of the meeting, under Section 118 of the Companies Act 2013, and signed by the Chairperson of that meeting or the next meeting. Minutes are treated as evidence of the proceedings recorded in them — courts and regulators give them significant weight, which is precisely why accuracy and timeliness matter.

Failure to hold the minimum 4 Board meetings per year, or breach of the 120-day gap rule, attracts a monetary penalty on the company and on every officer in default, under Section 173(4) of the Companies Act 2013 read with the applicable penalty provisions. The exact quantum is prescribed by statute and has been revised by amendment before, so we confirm the current figure at the time of advising rather than quoting a fixed number here. Beyond the direct penalty, an under-governed Board also creates weaker documentary support for major decisions — which becomes relevant in disputes, audits, and investor diligence.

A share transfer requires a duly executed and stamped instrument of transfer (Form SH-4), Board approval of the transfer (or approval per any procedure prescribed in the Articles of Association), delivery of the original share certificate for cancellation and re-issue, and — critically — entry of the transfer in the Register of Members. The transfer is not legally complete for the purposes of voting rights, dividend entitlement, or ownership recognition by the company until it is recorded in the register, regardless of what the buyer and seller privately agreed.

Form DIR-2 is the written consent of a proposed director to act as director of the company, required before that person's appointment is formalised through a Board resolution and the subsequent MCA filing (Form DIR-12). It confirms the individual's willingness to serve and their disclosure of any disqualification under Section 164. It is a foundational document for every director appointment, whether at incorporation or subsequently.

Form DIR-12 — intimating a change in directors or key managerial personnel to the Registrar of Companies — must be filed within 30 days of the appointment, resignation, or cessation. Missing this deadline attracts additional filing fees that increase the longer the default continues, under the MCA's fee schedule for delayed filings.

The Register of Charges records every charge (mortgage, hypothecation, pledge) created by the company over its assets to secure a loan or borrowing, along with details of modification and satisfaction (release) of each charge. Charges must also be registered with the Registrar of Companies (Form CHG-1) within 30 days of creation, extendable with additional fee. Banks and lenders check the charge register before extending further credit, and an unregistered charge can lose priority against other creditors in insolvency.

A One Person Company (OPC) is exempt from the AGM requirement and has certain relaxations — for example, it can dispense with the strict 4-meetings-a-year rule where it has only one director, subject to conditions under Section 173(5). It still must maintain statutory registers and comply with Board meeting requirements applicable to its structure. The relaxations are specific and limited — they should not be assumed without checking the exact provision that applies to the company's situation.

The notice period for an Annual General Meeting is 21 clear days under Section 101 of the Companies Act 2013. It can be held on shorter notice only with the consent of members holding at least 95% of the voting rights entitled to vote at that meeting, given in writing or electronically. Special business at the meeting must be accompanied by an explanatory statement under Section 102 disclosing the material facts.

A related-party transaction is a transaction between the company and a 'related party' as defined under Section 2(76) of the Companies Act 2013 — directors, their relatives, key managerial personnel, and certain associated entities. Section 188 requires Board approval for all related-party transactions and shareholder approval (ordinary resolution, in most cases) where the transaction exceeds prescribed value thresholds relative to turnover or net worth. Disclosure of related-party transactions is also mandatory in the financial statements and directors' report.

Event-based MCA forms — INC-22 for registered office change, SH-7 for capital alteration, CHG-1 for charge creation, DIR-12 for director changes — each have their own statutory deadline, generally 30 days from the triggering event. Filing beyond the deadline attracts additional fees on a graduated scale under the MCA's fee rules, which increase progressively with the length of delay, and beyond a certain point may require condonation or compounding in more serious cases.

Yes, in most cases. PNPC's approach is to conduct a full secretarial health check first — establishing exactly which meetings, resolutions, and registers are missing or incomplete. Where decisions were genuinely made informally (a founder decision to open a bank account, hire a senior employee, or take a loan) but never formally minuted, we work with legal counsel to determine the correct regularisation route — which may include ratification resolutions at the next Board meeting. What cannot be done is backdating documents to falsely represent that a meeting was held on a date it was not — that creates a different and more serious problem.

Typically: the complete set of Board and shareholder minutes since incorporation, all resolutions (ordinary and special), the current statutory registers (particularly Members, Directors and KMP, and Charges), the cap table with supporting share transfer and allotment documentation, MoA/AoA with all amendments, and confirmation of good standing (no pending strike-off action, no director disqualification). Gaps in any of these are flagged as findings that typically translate into either extended timelines, price adjustments, or specific indemnities in the transaction documents.

Yes. For private companies below the mandatory CS threshold, PNPC provides the full range of secretarial functions on a retainer basis — meeting calendars, notices, minutes, resolutions, register maintenance, and event-based filings — functioning as the company's outsourced secretarial team. This is a common and legitimate model; the Companies Act does not require these functions to be performed by an in-house employee for companies below the Section 203 threshold.

A Secretarial Audit under Section 204 of the Companies Act 2013 is a mandatory independent audit of a company's compliance with corporate and other applicable laws, conducted by a practising Company Secretary, resulting in a Secretarial Audit Report (Form MR-3). It is mandatory for every listed company and for certain classes of unlisted public companies as prescribed by the rules (based on paid-up capital or turnover thresholds). It is not mandatory for most private companies, though some choose to obtain one voluntarily — particularly ahead of a significant funding round or listing preparation — as a governance-quality signal.

The Companies Act does not mandate English specifically, but MCA filings and most practising standards use English (or the regional language with an English translation, in some cases). Minutes must record, at minimum, the names of directors present, the chairperson, quorum confirmation, resolutions passed with the exact wording, and the names of directors dissenting or abstaining where relevant. Loose or informal notes without these elements do not meet the statutory standard for minutes under Section 118.

Every director is required to disclose their shareholding in the company (and in other bodies corporate, in certain contexts) which is recorded in the Register of Directors and Key Managerial Personnel and their Shareholding, maintained under Section 170 of the Companies Act 2013. This register must be kept open for inspection at every AGM and updated whenever a director's shareholding changes.

PNPC quotes a fixed annual or monthly retainer fee based on the scope agreed with the client — the number of Board meetings per year, the volume of anticipated event-based changes (director changes, share transfers, new borrowings), and whether the engagement includes register clean-up or historic regularisation as a one-time addition. The fee and scope are confirmed in writing before the engagement begins. We do not price on a per-document basis for retainer clients, which avoids the incentive misalignment of charging more every time a resolution needs drafting.

PNPC typically delivers both together for clients who want a single, coordinated engagement — because the annual filings (AOC-4, MGT-7) depend directly on accurate underlying secretarial records. However, secretarial services can also be engaged as a standalone service for companies that already have their statutory audit and annual filings handled elsewhere but want dedicated support for Board process, resolutions, and registers. We scope and quote each combination transparently.

The statutory registers and minute books are records of the company itself, not of its current shareholders, and they transfer with the company on a share sale (as opposed to a slump sale of the business, where they would generally stay with the original company). An acquirer inherits the complete secretarial history, which is precisely why acquirers' legal teams scrutinise it closely before closing — any historic gap becomes the acquirer's problem post-completion unless addressed in the transaction documents.

Yes. The Companies Act and applicable rules permit Board meetings to be held through video conferencing or other audio-visual means, subject to certain conditions — the recording of the meeting, verification of attendance, and specific restricted matters (such as approval of financial statements and Board's report, in certain circumstances) that historically required physical presence, though the rules have evolved over successive amendments on which matters can be transacted through VC. Minutes are drafted and finalised in exactly the same manner as for a physical meeting, and must confirm the mode of participation for each director.

The Register of Members is the company's own internal statutory record, updated continuously as shares are issued or transferred, under Section 88. The shareholding pattern in Form MGT-7 (the annual return) is a snapshot of that register as at the financial year-end, filed with MCA once a year. The register is the primary, live record; MGT-7 is a periodic report derived from it. If the register is not kept current throughout the year, the MGT-7 filed at year-end will be inaccurate.

LLPs have a lighter secretarial framework than companies under the Limited Liability Partnership Act 2008 — there is no Board, no AGM, and no statutory registers in the same form. LLP obligations centre on the LLP Agreement, partner consent for specified matters, and the annual Form 8 and Form 11 filings. PNPC supports LLPs with LLP Agreement drafting, partner resolution documentation, and designated partner change filings, but this is a distinct and lighter-touch engagement compared to company secretarial services.

A Company Secretary in practice is a member of the Institute of Company Secretaries of India (ICSI) holding a Certificate of Practice, authorised to sign certain statutory certifications — such as the Secretarial Audit Report (Form MR-3) and certification of MGT-7 for certain classes of companies — that only a practising CS can sign. PNPC's secretarial function is delivered by our qualified team and, for certifications that specifically require a practising CS's signature, we coordinate with our associated practising Company Secretaries so that every filing is signed by the appropriately qualified professional.

For India-UAE structures, PNPC's Chennai/Bangalore/Hyderabad teams handle Indian company secretarial obligations under the Companies Act 2013, while our Dubai office handles the equivalent UAE governance requirements for a Free Zone or Mainland entity — board resolutions, UBO declarations, and licence-linked filings under the applicable UAE framework. Where the Indian company and UAE entity are linked as parent-subsidiary or under common promoters, we coordinate board and shareholder approvals across both jurisdictions so that intercompany transactions and cross-border resolutions are consistent on both sides.

Generic templates are not tailored to the specific matter requiring approval, to the applicable resolution threshold (ordinary versus special), or to the company's own Articles of Association, which can impose additional requirements beyond the statutory minimum. A resolution that omits a required disclosure, cites the wrong section of the Companies Act, or fails to record the actual quorum and votes can be challenged as defective. The savings from using a free template are typically much smaller than the cost of correcting a defective resolution later — particularly if the underlying action (a share allotment, a loan, a related-party transaction) has already been acted upon.

Yes. Every secretarial engagement — whether a one-time health check, an event-based filing, or an ongoing retainer — is scoped and quoted in writing before work begins. This includes exactly which registers, meetings, and filings are covered, the fee structure, and what falls outside scope (for example, litigation support or NCLT-linked restructuring work, which are typically quoted separately given their variable nature).

The first step is a secretarial health check — PNPC reviews existing minutes, registers, resolutions, and MCA filing history to establish a clear picture of what is compliant, what is missing, and what needs regularisation. This review informs the scope and fee for the ongoing retainer or one-time engagement, agreed in writing before further work begins.