Every company having a paid-up share capital of Rs. 2 crores or more must have a whole-time secretary. Only individuals can be appointed as
secretary and no individual can hold the office of a secretary in more than one company: Though it is not compulsory for companies having a paid-up
share capital of less than Rs. 2 crores to have a whole-time secretary, yet because of the complexities of the various laws, it
is desirable to appoint a secretary. .
The promoters of the company generally appoint the first secretary who helps them in fulfilling the various formalities. He is known as pro-tern secretary.
The pro-tern secretary appointed by the promoters mayor may not be appointed as regular secretary by the Board. Even when the name of the first
secretary is mentioned in the Articles, it does not bind the company to appoint that very person as its secretary, because Articles bin9 the company to its
members only and it does not constitute an agreement between the company and the outsiders. Therefore, if the pro-tern secretary is not appointed as
the first secretary by the Board after incorporation
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