Company Secretary Consent Letter explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
A company secretary who is to be appointed on the whole-time staff of a company gives the Board a short written consent to act, together with a declaration that he or she is not disqualified. This article gives a specimen consent letter, explains each part, and sets out how it fits with the Board resolution and the Companies Act, 2013.
The letter is addressed to the Board of Directors and signed by the company secretary. It states the name, address, membership class and number, the company, the date from which the consent applies, and a declaration of eligibility. Under section 203(2) the appointment itself must be made by a resolution of the Board that contains the terms and conditions, including the remuneration; the consent letter is the appointee's side of the paperwork and is kept with that resolution.
When you need this letter
Use the letter whenever a company appoints a whole-time company secretary as key managerial personnel (KMP), whether as a first appointment or to fill a vacancy. Section 203(1) requires every company of the prescribed classes to have a managing director or Chief Executive Officer or manager (or, in their absence, a whole-time director), a company secretary and a Chief Financial Officer. Rule 8 of the Appointment and Remuneration of Managerial Personnel Rules, 2014, as held in our consolidated text, says every listed company and every other public company with paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. Check the current rules, because the classes of company and the rule numbers may have changed. If you need a complete set of appointment papers, see our appointment and resignation of KMP service.
Specimen consent letter
To The Board of Directors Subject: Consent to act as Company Secretary of Dear Sirs, I, , son/daughter/spouse of , residing at , an member of the Institute of Company Secretaries of India holding membership number , if allotted], hereby give my consent to act as the Company Secretary and Compliance Officer, as applicable, of with effect from on the terms and conditions set out in the appointment letter dated and in the resolution of the Board dated . I declare that: 1. I hold the qualification required by law for appointment as a company secretary and I am eligible to be appointed. 2. I am not disqualified from acting as company secretary under the Companies Act, 2013 or any other law. 3. I do not hold office as a whole-time key managerial personnel in any other company, ]. 4. No order, restraint or disciplinary action of a professional or regulatory body is pending or in force against me which bars me from acting. 5. I will inform the Board immediately if any of the above statements ceases to be true. Documents enclosed: (a) Copy of membership certificate of the Institute: (b) Proof of address and identity: (c) Yours faithfully, Membership No. Date: Place:
Clause-by-clause explanation
| Part | What it does | Drafting tip |
|---|---|---|
| Date and addressee | Directs the consent to the Board | Address it to the Board, not to one director |
| Subject | Names the office and the company | Use the exact company name as in the certificate of incorporation |
| Opening paragraph | Identifies the person, membership class and number, effective date | Match the membership details to the certificate |
| Declaration 1-2 | Confirms qualification and no disqualification | Keep these factual; do not add legal conclusions |
| Declaration 3 | Tackles the bar on holding whole-time KMP office in more than one company | Draw it from section 203(3) |
| Declaration 4-5 | Covers pending action and a duty to inform | Helps the Board rely on the consent |
| Enclosures | Evidence behind the declaration | Attach only what the Board asks for |
| Signature block | Authenticates the consent | Sign and date before the Board meeting |
The law behind it
Section 203. Whole-time KMP of a prescribed company include a company secretary. Every whole-time KMP is appointed by resolution of the Board containing the terms and conditions of the appointment, including remuneration (203(2)). A whole-time KMP shall not hold office in more than one company except in its subsidiary at the same time, although the person may be a director of any company with the permission of the Board (203(3) and its provisos). If the office of a whole-time KMP falls vacant, the Board must fill it at a Board meeting within six months of the vacancy (203(4)). Our section 203 guide discusses the penalty and related points.
Board resolution. The resolution typically names the appointee, the date, the remuneration terms and authorises someone to make the necessary entries in the registers and to file forms. See our specimen Board resolution for appointing KMP and the step-by-step company secretary appointment process.
Filing. The Registrar is told of the appointment through the form the current rules prescribe; check the portal for the form and the time limit before relying on any period.
Other laws may require more for a listed company; check the listing rules in force.
Stamp duty, registration and execution
A consent letter is a unilateral declaration. It is not a deed and needs no registration. No stamp is ordinarily attached to it; if you also sign an employment agreement, see our stamp duty overview because duty on that document depends on the State. Sign and date the consent before the Board meeting, place it before the Board with the resolution, and file it with the Board papers and the statutory register of directors and key managerial personnel as the Act requires.
Common mistakes
- Back-dating the consent to a date before the appointee actually signed.
- Giving the wrong membership class or number.
- Omitting the effective date so the letter and the resolution do not match.
- Stating that no other KMP office is held when the appointee holds one elsewhere.
- Signing before the declaration has been checked against the appointee's other directorships.
- Filing the form with the Registrar late because the consent was not on file at the Board meeting.
- Using the letter in place of a Board resolution; it cannot replace one.
Need help with KMP appointment papers?
If you are appointing a company secretary and want the resolution, consent letter and Registrar filing handled together, our team can prepare the set. See appointment and resignation of KMP for scope. You may also want our members' resolution for re-appointment of managing director.
Key takeaways
- The consent letter is the appointee's declaration; the Board resolution makes the appointment.
- Section 203(2) requires a Board resolution with terms and remuneration.
- A whole-time KMP cannot hold office in more than one company, except a subsidiary.
- Fill a vacancy within six months.
- Check the current rules for classes of company and filing.
Read next
- Section 203: key managerial personnel
- Board resolution for appointment of KMP
- How to appoint a company secretary as KMP
- Ordinary resolution for adoption of financial statements at AGM
Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.