Appointment of Company Secretary
Every public limited company must have a company secretary. The possible ways of appointing company secretary are discussed below:
Appointment by the promoters: The first secretary of a company is generally appointed before its incorporation. The promoters give such appointment for assisting them in all preliminary works of company formation, holding meetings, keeping minutes of meetings and preparing various documents. The name of such secretary may be included in the articles of association of the company.
Appointment by the first hoard of directors: After incorporation, the first board of directors appoints the company secretary by adopting resolution in their first board meeting as his appointment is mandatory for every public limited company. Here they en appoint a new company secretary or can continue the existing secretary appointed by promotions.
Appointment from within the board of directors: After incorporation, the promoters can appoint any one of them as company secretary who is deemed to be qualified for the post. In such a case, a special resolution needs to be adopted as the post is an Office of profit.
Appointment of professional secretary: At the time of formation or after incorporation of the company, the directors can appoint any professional company secretary. Such secretary can be appointed on a part time or full time contract.
The appointment of company secretary is a statutory obligation for every public limited company. Such appointment should be through written agreement. The agreement should include the period for which he is appointed, condition of employment, salary or allowance allowed, rules regarding termination etc.