Secretarial Retainership: Company Secretary Services for Your Company
A secretarial retainership gives your company a standing company secretary desk for the whole year. We draft notices, minutes and resolutions, keep your statutory registers current and file the MCA forms on time. It suits companies without a full-time secretary, where one missed 30-day deadline costs real money.
What it is
A secretarial retainership is a yearly arrangement in which we look after your company’s corporate-law housekeeping. You tell us what happened in the company. We turn it into the right resolution, register entry and ROC form. The yearly forms sit in our annual compliance filing work, and one-off events fall under event-based compliance.
The work sits under the Companies Act, 2013 and the ICSI secretarial standards SS-1 (board meetings) and SS-2 (general meetings). Filings go through the MCA V3 portal. Where a document needs a practising company secretary or other professional to sign, a qualified professional signs it.
In practice, a Faridabad trading company that adds a new director in April and forgets DIR-12 only finds out when the bank asks for the master data in September. A retainer exists to stop exactly that.
Who it applies to
Private companies without a full-time CS
A private company with under ₹10 crore of paid-up capital need not employ a whole-time company secretary. It still needs minutes, registers and forms. A retainer covers that.
Startups and growing companies
A startup that closes a funding round needs a special resolution, an allotment, PAS-3 and updated registers within weeks. A retainer keeps all of it in one place.
Companies that already employ a CS
A retainer does not replace a whole-time company secretary where the law requires one. Under Rules 8 and 8A of the Managerial Personnel Rules, listed and larger public companies and private companies with ₹10 crore or more paid-up capital must appoint one. We can back up that role.
Why it matters
Deadlines are short
Most event-based forms must reach the Registrar within 30 days. Here is the catch: miss that and the additional fee becomes a multiple of the normal fee, rising to twelve times.
Records are inspected
A lender, auditor or ROC officer asks for registers and minute books first. A company that cannot show its Section 88 registers risks a penalty of up to ₹3 lakh.
Founders get time back
Proper notices, minutes and resolutions take hours. We draft; you decide.
What a retainer covers
Meetings and resolutions
- Board and committee meeting notices, agendas and minutes
- AGM notice, attendance record and minutes
- Circular resolutions and special resolutions
Registers and records
- Registers of members, directors, charges and contracts
- Minute books and attendance registers
- Share certificates and transfer entries
ROC filings
- DIR-12, MGT-14, PAS-3, SH-7, INC-22 as events occur
- Annual forms AOC-4 and MGT-7, usually filed together with annual compliance filing
- Replies to ROC queries on forms we filed
Documents required
From the company
- Certificate of incorporation, MOA and AOA
- Latest MCA master data
- Existing registers and minute books
From the directors
- PAN and address proof
- DIN and DSC details
- Disclosures of interest (MBP-1) and DIR-8 declarations
From you, as events happen
- Dates and decisions of board or member meetings
- Share allotment, transfer or capital change details
- Bank charge documents, if any
How it works
Review your company file
We read your MOA, AOA, past minutes and MCA master data, and list what is missing or out of date.
Build a compliance calendar
You get a dated list of meetings, forms and registers for the year, including AGM and annual filing dates.
Draft, circulate and record
For each board or general meeting we prepare the notice, agenda and minutes in line with SS-1 and SS-2, then send them for your signatures.
File and report
We file the MCA forms on the V3 portal, update the registers and send you the SRN and acknowledgement.
Timelines
Board meetings
Four a year with no gap above 120 days under Section 173. Small companies may hold one in each half of the year, and an OPC with one director need not hold any.
AGM and annual forms
AGM within six months of the financial year end (Section 96); AOC-4 within 30 days of the AGM; MGT-7 within 60 days of the AGM.
Event-based filings
DIR-12 for director changes and MGT-14 for special resolutions go in within 30 days (Sections 170(2) and 117). A new KMP vacancy must be filled within six months (Section 203(4)).
What happens if you miss it
Late fee on ROC forms
Annual forms AOC-4 and MGT-7 carry ₹100 per day. Event-based forms such as DIR-12 carry 2 times the fee up to 30 days late, then 4, 6, 10 and 12 times.
Penalty for missing registers
Section 88(5): ₹3,00,000 on the company and ₹50,000 on each officer in default.
Penalty for KMP defaults
Section 203(5): ₹1 lakh to ₹5 lakh on the company, and up to ₹50,000 plus ₹1,000 a day on each officer in default.
Frequently asked questions
What is a secretarial retainership?
It is a yearly arrangement where we handle your company’s secretarial work: meeting notices, minutes, resolutions, statutory registers and MCA form filings. You get one team and one calendar instead of ad hoc help. The scope is agreed in writing at the start, and anything outside it is quoted before we begin.
Does a retainer replace a whole-time company secretary?
No. If your company must appoint a whole-time company secretary, a retainer cannot stand in for that appointment. Under Rules 8 and 8A, listed companies, other public companies with ₹10 crore or more paid-up capital and private companies with ₹10 crore or more must have one. For smaller companies a retainer is usually enough. We will check which applies to you.
Which companies need a whole-time company secretary?
Listed companies and public companies with paid-up share capital of ₹10 crore or more must appoint one, and so must private companies at that threshold under Rule 8A. A vacancy must be filled by the Board within six months (Section 203(4)). Companies below the threshold may appoint one voluntarily or use a retainer. Your paid-up capital decides it.
What is included in the monthly work?
Each month we track your compliance calendar, prepare notices and minutes for any meeting, update registers and file the forms due. Events such as a new director or share allotment are handled as they arise. We send a short status note showing what was filed and what is next.
How fast can you file after a board decision?
Once we have the signed resolution and documents, most MCA forms go in within two to three working days. The legal limit is usually 30 days, so there is buffer, but late fees start the day after. We keep you ahead of the limit so no form is filed at the last minute.
Do you also keep our statutory registers?
Yes. We maintain the registers of members, directors, charges and contracts, and update them after every allotment, transfer or director change. Missing or incomplete registers attract ₹3 lakh on the company and ₹50,000 on officers under Section 88(5). See our statutory registers service for the full list of registers.
Can you take over from our previous consultant?
Yes. We start with a clean-up: we list the filings and registers missing, then file any pending forms with the late fee that applies. After that you move onto the regular calendar. Handing over files and old minutes usually takes about a week. We tell you the catch-up cost before filing.
What if our company is dormant or has no activity?
You still have compliance. A quiet company must hold its board meetings, keep its registers and file AOC-4 and MGT-7. A retainer keeps these routine. If the company is truly inactive, we can also advise on a dormant status or closure.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Government fees depend on the form and your authorised capital. Normal ROC fees for most event-based forms range from ₹200 to ₹600 by authorised capital. Late fees apply on top, as set out above.
Ready to begin?
Tell us your company type and what you have in place today. We will set up the compliance calendar and draft the first set of minutes.