The Evolving Position of Company Secretaries in Corporate Hierarchies

Ask someone in 1950 what a company secretary did, and you would probably hear “paperwork.” Ask a board member today, and you will hear a very different answer: risk advisor, compliance gatekeeper, and one of the few people in the building who understands both the law and the boardroom. This shift did not happen overnight. It is written into case law, into the Companies Act, 2013, and into how listed companies structure their senior management today. Understanding this evolution is essential for anyone studying company law, because it explains why the company secretary now sits at the intersection of governance, compliance, and strategy rather than at a typing desk outside the boardroom.

From “mere clerk” to key decision-maker 🔗

The old legal view of a company secretary was blunt. In an 1887 English case, a judge described the role as that of “a mere servant” whose job was to follow instructions and record minutes. For decades, Indian company law textbooks carried forward this framing: a secretary who could not sign a contract, could not bind the company, and had no authority beyond what was expressly delegated.

The turning point in case law 🔗

That view began to crack in 1971, when the English Court of Appeal decided Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd. The company secretary in that case had hired cars using the company’s letterhead, and the company argued it was not bound because a mere secretary lacked such authority. Lord Denning disagreed. He noted that times had changed since 1887, that the secretary was now “an officer of the company with extensive duties and responsibilities,” and that routine administrative contracts fell well within a secretary’s ostensible authority. That judgment did not just settle one case about hired cars. It captured a shift already underway in how companies actually used their secretaries.

The three-fold legal position of a company secretary 🔗

Company law traditionally describes the secretary’s position through three overlapping roles. None of them fully captures the job on its own, which is precisely why the position is often called a blend.

Servant of the company 🔗

At the most basic level, a company secretary is an employee. They work under a contract of service, report to the Board of Directors, and can be directed, supervised, and, if needed, dismissed following ordinary employment law principles. This part of the role has not disappeared; it simply no longer defines the whole job.

Agent of the company 🔗

A secretary also acts as an agent, entering into contracts and making representations on the company’s behalf, particularly in administrative matters like hiring office staff, booking travel, or managing vendor arrangements. As the Panorama Developments case established, this agency comes with ostensible authority: outsiders dealing with a company secretary are entitled to assume that routine administrative acts fall within their power, even without express approval for each transaction.

Officer of the company 🔗

This is where the position carries the most legal weight. Under the Companies Act, 2013, a company secretary is expressly recognised as an officer, and in certain circumstances, as an officer in default, meaning they can be held personally liable for specific regulatory lapses. As legal commentary on key managerial personnel provisions points out, this officer status is what separates a company secretary from an ordinary employee: it brings statutory duties, exposure to penalties, and a seat at the table when the Board discusses compliance risk.

Company secretary as key managerial personnel 🔗

The Companies Act, 2013 was the first Indian statute to formally define the term “key managerial personnel” (KMP). Under Section 2(51), KMP includes the CEO or managing director, the whole-time director, the Chief Financial Officer, the company secretary, and certain other senior officers designated by the Board. Being named a KMP is not a symbolic label. It places the company secretary in the same statutory bracket as the top executives responsible for a company’s decisions and disclosures.

Section 203 of the Act goes further and mandates whole-time appointments for specific classes of companies, backed by rules that set clear financial thresholds.

Companies that fall below these thresholds are not exempt from good practice; many still appoint a company secretary voluntarily, given the growing complexity of compliance obligations. As a detailed FAQ on Section 203 notes, non-compliance with these appointment requirements can attract monetary penalties on both the company and the officers responsible for the default, underscoring how seriously the law treats this position.

What does the role actually involve day to day? 🔗

Strip away the legal terminology, and the modern company secretary’s work falls into three broad buckets.

Ensuring statutory compliance 🔗

This is the most visible part of the job: filing returns with the Registrar of Companies, maintaining statutory registers, ensuring meetings follow the required notice periods and quorum rules, and keeping records that regulators and auditors can rely on. Get this wrong, and both the company and the secretary can face penalties.

Advising the Board 🔗

A significant part of a secretary’s value lies in what happens before a decision is made, not after. They flag legal risks in proposed resolutions, explain regulatory implications of a merger or a related-party transaction, and help directors understand duties they may not fully grasp. This advisory function is why the Institute of Company Secretaries of India frames the profession less as a support function and more as a governance discipline in its own right.

Facilitating corporate governance 🔗

Company secretaries act as the connective tissue between the Board, shareholders, employees, and regulators. They coordinate board and committee meetings, manage shareholder communication, and often serve as the first point of contact when a stock exchange or regulator has a query. This coordinating role has become formal rather than informal, particularly for listed companies.

The compliance officer role under SEBI regulations 🔗

For listed companies, the company secretary’s authority is reinforced by securities law. Regulation 6(1) of the SEBI Listing Obligations and Disclosure Requirements Regulations requires every listed entity to appoint its company secretary as compliance officer. Amendments effective from December 2024 strengthened this further: the compliance officer must now be a whole-time key managerial personnel positioned no more than one level below the Board. According to analysis of the amended hierarchy requirements, this change was designed to insulate the company secretary from undue influence by other senior managers or promoters, so that compliance decisions are not diluted by internal politics. The intent is straightforward: a compliance officer who reports too far down the chain of command cannot meaningfully push back when something is wrong.

Authority comes with accountability 🔗

It would be incomplete to describe the modern company secretary purely in terms of expanded powers. The same statutory recognition that elevated the role also increased its exposure. As an “officer in default,” a company secretary can face fines or, in serious cases, prosecution for lapses like inaccurate filings, failure to convene mandatory meetings, or non-disclosure of material information. This dual reality, more influence paired with more liability, is arguably the clearest evidence that the position has moved well beyond clerical work. Directors delegate genuine responsibility to their company secretary precisely because the law now holds that person genuinely accountable.

Why this evolution matters for commerce and law students 🔗

For students preparing for a career in corporate law, company secretaryship, or general management, this history is not just background trivia. It explains the current demand for qualified company secretaries across Indian industry, particularly as private companies cross the ₹10 crore capital threshold and become newly obligated to make whole-time appointments. It also explains why the qualification, regulated by the Institute of Company Secretaries of India, carries weight with recruiters: the role sits close enough to the Board to shape decisions, yet close enough to the law to be held responsible for them. Understanding the servant-agent-officer framework, and how Section 203 and SEBI’s LODR regulations have layered fresh obligations on top of it, gives students a working map of one of the most consequential roles in Indian corporate governance.

What do you think? Does giving the company secretary more independence from senior management, as the SEBI amendments attempt to do, genuinely strengthen corporate governance, or does it risk creating friction between the compliance function and business decision-making? And should smaller private companies below the ₹10 crore threshold be encouraged, or even required, to appoint a company secretary earlier than the law currently demands?

References

1. https://cleartax.in/s/key-managerial-personnel-kmp-under-companies-act-2013
2. https://blog.oup.com/2016/04/evolving-role-company-secretary/
3. https://corporate.cyrilamarchandblogs.com/2022/10/key-managerial-personnel-appointments-applicability-of-section-203-of-the-companies-act-2013-to-private-companies-does-the-nclat-order-cast-the-net-too-wide/
4. https://taxguru.in/company-law/faq-key-managerial-personnel-section-203-companies-act-2013.html
5. https://www.icsi.edu/media/webmodules/CSJ/May/19ArticleDrKRChandratre.pdf
6. https://corporate.cyrilamarchandblogs.com/2025/04/one-level-below-clarifying-the-hierarchical-position-of-the-compliance-officer-under-sebi-lodr-regulations/