Rules 8 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.
Rule 8 says which companies must have whole-time key managerial personnel (KMP), rule 8A says which private companies must have a whole-time company secretary, and rule 10 sets out the duties of a company secretary. This article is as amended up to G.S.R. 41(E) dated 19 January 2023 (forms); the rule text is per the MCA e-book to 12 September 2018. Later amendments should be checked before you rely on it. For KMP appointments and resignations, see our appointment and resignation of KMP service.
Every listed company and every other public company with paid-up share capital of ten crore rupees or more must have whole-time KMP. Every private company with paid up share capital of ten crore rupees or more must have a whole-time company secretary. Rule 10 gives the company secretary eight duties, from guiding directors to representing the company before regulators. Secretarial audit applicability (rule 9) has its own post.
Rule 8: whole-time KMP
Rule 8 reads: "Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel." The rule is the working link to section 203 of the Act, where the categories of KMP and the conditions of appointment are set out. See our posts on section 203 of the Companies Act, 2013 and on KMP appointment and the secretary rule.
The rule has two limbs:
- every listed company, whatever its paid-up capital; and
- every other public company with paid-up share capital of ten crore rupees or more.
Rule 8A: a whole-time company secretary in other companies
Rule 8A is headed "Appointment of Company Secretaries in Companies Not Covered Under Rule 8". It reads: "Every private company which has a paid up share capital of ten crore rupees or more shall have a whole-time company secretary."
The current wording was substituted with effect from 1 April 2020. The earlier text covered any company other than one under rule 8 with a paid up share capital above a lower amount, and that is not the rule now.
Rules 8 and 8A together
| Company | Paid-up share capital | What it must have |
|---|---|---|
| Listed company | Any | Whole-time KMP |
| Other public company | Ten crore rupees or more | Whole-time KMP |
| Private company | Ten crore rupees or more | Whole-time company secretary |
A private company below ten crore rupees paid up is outside both rules, though the company secretary may still be appointed voluntarily. Our guide to appointing a company secretary as KMP covers the Board resolution and the filings.
Rule 9: secretarial audit, in a line
Rule 9, which sets the classes of companies for secretarial audit under section 204 and the Form MR-3 format, has its own article: see secretarial audit applicability under rule 9. The Act side is in section 204.
Rule 10: duties of the company secretary
Rule 10 provides that the company secretary shall also discharge the following duties:
| No. | Duty |
|---|---|
| (1) | Provide to the directors, collectively and individually, such guidance as they may require about their duties, responsibilities and powers |
| (2) | Facilitate the convening of meetings, attend Board, committee and general meetings and maintain the minutes |
| (3) | Obtain approvals from the Board, the general meeting, the government and other authorities as required under the Act |
| (4) | Represent the company before various regulators and other authorities under the Act in connection with its duties |
| (5) | Assist the Board in the conduct of the affairs of the company |
| (6) | Assist and advise the Board in ensuring good corporate governance and in complying with corporate governance requirements and practices |
| (7) | Discharge such other duties as are specified under the Act or rules |
| (8) | Such other duties as may be assigned by the Board from time to time |
These sit alongside the functions in section 205 of the Act; see our post on section 205 of the Companies Act, 2013. The secretary's role in the register of directors and KMP and the DIR-12 return is covered in our article on rules 16 to 18 of the Directors Rules.
A worked example
Harbor Logistics Private Limited has paid up share capital of rupees twelve crore. Under rule 8A, it must have a whole-time company secretary. It appoints Ms. Radhika Menon, who guides directors on their duties, convenes meetings, attends Board and committee meetings and keeps the minutes, obtains approvals the Act requires, and represents the company before the Registrar. Its sister company, Harbor Foods Public Limited, has paid up capital of rupees eight crore and is unlisted. It is outside rule 8; if it lists, rule 8 applies at once, whatever its capital.
Need help with KMP and secretary appointments?
Meeting the ten crore rupee tests, appointing a whole-time secretary and filing the return of appointment are tasks our team does every week. Our appointment and resignation of KMP team can check which rule applies to your company, find a candidate and file the forms.
Key takeaways
- Rule 8: every listed company, and every other public company with paid-up capital of ten crore rupees or more, must have whole-time KMP.
- Rule 8A: every private company with paid up capital of ten crore rupees or more must have a whole-time company secretary, from 1 April 2020.
- Rule 10 lists eight duties of a company secretary.
- Secretarial audit applicability under rule 9 has its own article.
- Check the Act's section 203 for the categories of KMP.
Read next
- Rules 1-4: MR-1 and sitting fees
- Rules 16-18 of the Directors Rules: register of directors and KMP, DIR-12
- Secretarial audit applicability under rule 9
- KMP appointment under section 203: thresholds and the secretary rule
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.