Q.Discuss the position and status of a Company Secretary in a company. Is a Company Secretary an employee, an agent, or something more?

The Company Secretary's legal position cannot be captured by a single label — different aspects of the role attract different legal characterisations at once.

A common exam trap is to expect a single, one-word answer to the question "what is the position of a Company Secretary" — employee, or agent, or officer — when the honest legal answer is that all three descriptions apply simultaneously, each to a different facet of the role.

At the most basic level, a whole-time Company Secretary is an employee of the company. The appointment is made under a contract of service, remuneration is fixed and paid regularly, the Company Secretary is subject to the company's internal discipline and appraisal, and, like any other employee, can be removed by the employer (here, the Board) following the terms of that contract. This employment relationship is the foundation on which the rest of the role sits.

Layered on top of the employment relationship is an agency relationship for a defined, narrower set of acts. When the Company Secretary signs routine correspondence on the company's behalf, authenticates documents with the company's seal or signature, or represents the company before a regulator or tribunal in the ordinary course of secretarial duties, the Company Secretary is acting as an agent of the company (the principal), and the general law of agency governs the extent to which such acts bind the company. This agency is limited to the scope of authority actually delegated by the Board or the company's articles — the Company Secretary cannot, merely by virtue of holding the office, bind the company to matters clearly outside that scope. …