A company must appoint a whole-time Company Secretary if it is a listed company, a public company with paid-up share capital of ₹10 crore or more, or any other company — including a private company — with paid-up share capital of ₹10 crore or more. The rule is Section 203 of the Companies Act read with Rule 8 and Rule 8A. Below that threshold, appointing an in-house CS is optional — but the secretarial, ROC and governance work still has to be done correctly, which is why most growing companies engage a practising Company Secretary instead.
| Company | Whole-time CS required? |
|---|---|
| Listed company | Yes, always |
| Public company, paid-up capital ₹10 crore or more | Yes (Rule 8) |
| Any other company, including private, with paid-up capital ₹10 crore or more | Yes (Rule 8A) |
| Private company below ₹10 crore paid-up capital | No — optional |
The rule — Section 203, Rule 8 and Rule 8A
Section 203 of the Companies Act, 2013 lists the Key Managerial Personnel a company must have. For the Company Secretary specifically, two rules set the threshold. Rule 8 requires every listed company and every other public company with a paid-up share capital of ₹10 crore or more to appoint whole-time KMP, which includes a Company Secretary. Rule 8A extends the requirement: any company that is not already covered by Rule 8 must appoint a whole-time Company Secretary once its paid-up share capital reaches ₹10 crore. That is the line that pulls a private company into the requirement.
The trigger is paid-up share capital — not turnover, not headcount, not valuation. A startup can raise a large round at a high valuation and still sit below the threshold, because what counts is the capital actually paid up on its shares.
Whole-time CS versus a practising CS — two different things
This is where founders get confused. There are two distinct roles, and the threshold above applies to only one of them.
A whole-time Company Secretary is an employee — a KMP on the company’s payroll. That is what Section 203 and Rule 8A make mandatory above ₹10 crore paid-up capital.
A practising Company Secretary is an independent professional in practice, engaged by the company for specific work — ROC filings, certifying the annual return, secretarial audit, FEMA filings, event-based compliance, advisory. Engaging a practising CS is not governed by the ₹10 crore threshold at all. A company well below the threshold still has annual filings, board processes and certifications to complete, and it brings in a practising CS to do them.
So the honest answer to “do I need a Company Secretary” has two parts. Are you legally required to employ a whole-time CS? Only at ₹10 crore paid-up capital and above. Do you need the work a CS does? From day one — and below the threshold that work is handled by a practising CS rather than an employee.
What happens if a company crosses the threshold and does not appoint one?
Once a company is required to have a whole-time CS, not appointing one is a default under Section 203. It exposes the company and its officers in default to a penalty, and the vacancy must be filled within the period the Act allows. A company approaching ₹10 crore paid-up capital — for example through a funding round that will be allotted as fresh capital — should plan the appointment ahead of crossing the line, not after.
The practical path for a growing company
For most private companies the sensible sequence is simple. While you are below ₹10 crore paid-up capital, engage a practising Company Secretary to run your ROC compliance, board governance and certifications. As you approach the threshold — usually visible well in advance from your funding plans — budget for and appoint a whole-time Company Secretary as a KMP. The practising CS who already knows your company can help manage that transition cleanly.
Frequently asked questions
Is a company secretary mandatory for a private limited company?
A whole-time Company Secretary is mandatory for a private company only once its paid-up share capital reaches ₹10 crore, under Section 203 read with Rule 8A. Below that, employing a CS is optional, though the company still needs the secretarial and ROC work done.
When must a company appoint a whole-time company secretary?
When it is a listed company, a public company with paid-up share capital of ₹10 crore or more, or any other company — including a private one — with paid-up share capital of ₹10 crore or more.
What is the difference between a whole-time CS and a practising CS?
A whole-time CS is an employee and a KMP, mandatory above the ₹10 crore threshold. A practising CS is an independent professional engaged for filings, certifications, secretarial audit and advisory — used by companies of any size, with no threshold.
Does turnover decide whether a company needs a company secretary?
No. The whole-time CS requirement is based on paid-up share capital reaching ₹10 crore, not on turnover, profit or employee count.
What happens if a company does not appoint a required company secretary?
It is a default under Section 203, exposing the company and its officers in default to a penalty, and the vacancy must be filled within the period the Act allows.
Reviewed by CS Sapna Malpani, a practising Company Secretary in Bangalore who handles ROC compliance, governance and KMP appointments for private companies. This is general information, not legal advice. About Sapna Malpani.
Last reviewed: May 2026.