Position and Status of a Company Secretary

The legal position of a Company Secretary is best understood as layered rather than single. First and foremost, a whole-time Company Secretary is an employee of the company, engaged under a contract of service, drawing remuneration fixed by the Board, and subject to the ordinary rules of the employment relationship — appointment, appraisal, discipline, and removal. At the same time, for a narrow but important range of ministerial and administrative acts — such as signing routine correspondence, authenticating documents, or making representations to statutory authorities on the company's behalf within the scope of authority given — the Company Secretary acts as an agent of the company, and the ordinary law of agency (the company being the principal) governs that particular slice of the relationship. It is therefore inaccurate to describe a Company Secretary as either purely an employee or purely an agent; the two descriptions apply to different aspects of the same office, one to the employment relationship and the other to specific acts done on the company's behalf. …