How and When to Hire a Company Secretary

Certain categories of company must appoint a whole-time Company Secretary under Indian company law, and others must have secretarial work certified without employing anyone. If you fall in the first category the decision is made for you. If you do not, this becomes a judgement call about when governance needs someone inside the business.

Confirm your position with your advisers rather than inferring it, because the categories and the certification requirements are specific and they change. What follows assumes you have established that, and addresses the part that is genuinely a choice: whether the work sits inside or outside, and what kind of person you need if it sits inside.

Retained works well while the work is filings, board meetings and annual compliance. It stops working when governance questions need answering before a decision is taken rather than documented afterwards.

A hybrid is common and sensible: an in-house Company Secretary handling day-to-day governance and board process, with a practising firm retained for certification, secretarial audit and specialist opinions. That is the arrangement most listed and pre-IPO companies end up running.

Board process and the company's governance record. The filings are the visible part and the least demanding part.

• Board and committee process: agendas, papers, convening, conduct, minutes and follow-through on decisions.
• Statutory registers, records and filings, and the evidence trail behind them.
• Related party approvals, disclosures and the process that makes them defensible later.
• Shareholder matters: general meetings, resolutions, shareholder communication and the share register interface.
• ESOP administration, which in practice consumes far more of the role than most job descriptions suggest.
• Transaction support: fundraises, restructuring, and the corporate approvals that go with them.
• For listed companies, continuous disclosure obligations and the compliance officer responsibilities that come with them.
• Advising the board on governance, which is the part that distinguishes a good appointment from an adequate one.

The qualification is the same everywhere. What differs is which part of the role dominates, and hiring against the wrong emphasis is the most common mis-hire in this function.

Two skills matter regardless of company type and are hard to test on a CV: writing minutes that record a decision accurately without creating a problem, and the willingness to tell a board something it does not want to hear.

Understanding the career map tells you which candidates are realistically available for your role and which are moving away from what you need.

Qualified Company Secretaries in India typically follow one of a few paths, and knowing which one a candidate is on is more useful than reading their titles.

• Practising firms. Trained across many clients, strong on statutory work and certification, sometimes lighter on the internal politics of a single business. A common source for first in-house appointments.
• In-house secretarial teams, moving between companies of increasing size or complexity. The most direct match for most roles.
• Combined legal and secretarial roles, particularly in mid-sized companies. Many CS professionals build legal capability alongside, and a number qualify in law as well.
• Compliance and governance roles, including regulatory compliance in financial services, where the secretarial base is a route into a wider compliance mandate.
• Listed-company compliance officer roles, which are a specialisation rather than a step up, and people who have done it tend to stay in it.
• Transaction and IPO-focused roles, sometimes in-house and sometimes moving between companies going through listings.
• Return to practice, setting up as a practising Company Secretary. This is the exit that removes people from the in-house market permanently, and it happens more often at senior levels than employers expect.

If you are hiring a combined legal and secretarial role, be clear which side the person's depth actually sits on. Our note on hiring a first in-house lawyer covers the other half of that decision.

A Company Secretary certifies that governance has been followed while reporting to the management whose decisions they are recording. That tension is built into the role, and how you handle it determines whether the appointment is worth making.

The role has a duty to the board and, in listed companies, an exposure that is personal. The person also has a manager, a salary review and a working relationship with the people whose meetings they minute. Most of the time nothing conflicts. The occasions when something does are precisely the occasions the role exists for.

Three things that help.

• Give the role direct access to the board or the chair, not only to management. Access that exists on paper and is never used is not access.
• Establish early what happens when they disagree. A Company Secretary who raises a concern and is overruled needs to know that it will be recorded and that raising it will not be held against them.
• Do not hire someone who has never been in that position. A candidate who cannot describe a time they pushed back is either inexperienced or has been treating the role as administration.

Ask about it directly at interview. The answers separate candidates faster than any technical question.

Give them a real situation from your own history and push on the answer. Technical knowledge is established by the qualification. Judgement is not.

Useful material: a board resolution that was passed in a hurry, a related party approval that was documented after the fact, a disclosure question the business argued about, or a shareholder communication that went out badly.

• Ask what they would have done differently at the time, not what the rule says.
• Ask what they would do now, given it has already happened.
• Then push back the way a promoter or a CEO would, and see whether the position holds.

Alongside that:

• Tell me about a time you told a board or a promoter something they did not want to hear.
• Describe a governance process you built rather than inherited.
• What is the worst set of records you have taken over, and how did you fix it?
• Walk me through how you prepare a board pack, and what you do when papers arrive late.

The last question is deliberately mundane and tells you a great deal about how someone actually operates.

Almost all of them come from treating the role as administration.

• Hiring at too junior a level for a position that carries statutory responsibility, particularly in listed companies where the exposure is personal.
• Combining legal and secretarial into one role without checking whether the volume of either allows it. It works at some scales and quietly fails at others.
• Judging candidates on filing accuracy alone, which is the easiest part of the job to verify and the least differentiating.
• Appointing someone with no listed experience shortly before a listing, and expecting the framework to be built under time pressure.
• Placing the role under someone who has no interest in governance, which guarantees issues get raised late or not at all.
• Assuming a practising Company Secretary will adapt easily to an in-house role. The technical work transfers; operating inside a company's politics is a different skill.

If the role is scoped as documentation, it will be filled by someone who documents. That is fine until something goes wrong, at which point the company discovers it appointed a record keeper rather than an adviser.

This is the pattern behind most governance failures that are visible in hindsight. The approvals existed. The minutes were filed. Nobody with standing asked whether the decision itself was defensible, because that was not what the role had been asked to do.

If you want the protective version of this role, it has to be scoped, paid and positioned as such, and the board has to be willing to be told things. Companies unwilling to do that are better served by a retained practising Company Secretary, which is a legitimate choice and considerably more honest than an in-house appointment nobody listens to.

Two questions decide these searches: whether the role is genuinely in-house work, and whether it is scoped as governance or as documentation.

We recruit Company Secretary and combined legal and secretarial roles across India, and assess candidates on governance judgement rather than technical knowledge alone. More on how these searches run is on our Company Secretary recruitment page.