Appointment of Company Secretary / KMP — Board Resolution Format
Appointment of Company Secretary / KMP is passed by the Board of Directors under Section 203, Companies Act, 2013 (Form MGT-14) — this tool drafts the resolution, a certified true copy ready for the ROC (Form MGT-14, DIR-12), and the meeting notice, pre-filled for this exact resolution.
Company profile
Saved in your browser only — never sent to a server
Directors
Company Secretary (optional)
Not set — the CS signatory option won't be available until this is filled in.
Meeting particulars
Directors present
Appointment of Company Secretary / KMP
Section 203, Companies Act, 2013 (Form MGT-14)
- · Mandatory for companies meeting the prescribed paid-up capital threshold under the KMP Rules.
- · Quorum under Section 174 applies.
Certification (for the Certified True Copy)
Defaults to today — a CTC is often certified well after the meeting.
Notice of meeting
Live preview — Certified True Copy
Add these before generating
- Company name
- CIN
- Registered office
- Registered office city
- At least one director with a DIN
- Meeting date
- Notice date
- Date of certification
- Signing director's DIN
- Appointment of Company Secretary / KMP: Appointee's full name (with Mr./Ms.)
- Appointment of Company Secretary / KMP: Designation
- Appointment of Company Secretary / KMP: Effective date
- Appointment of Company Secretary / KMP: Director authorised to execute/file
[COMPANY NAME] CIN: [CIN] Registered Office: [Registered Office] ────────────────────────────────────────────────────────────────────── CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [Date] AT 11:00 A.M. AT ITS REGISTERED OFFICE AT [Registered Office] Item No. 1: Appointment of Company Secretary / KMP "RESOLVED THAT pursuant to Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, [Appointee's full name (with Mr./Ms.)] (Membership No. [Membership no. (if CS)]) be and is hereby appointed as the [Designation] of the Company with effect from [Effective date], on the remuneration and terms as approved by the Board. RESOLVED FURTHER THAT [Director authorised to execute/file], be and is hereby authorised to file Form MGT-14 and Form DIR-12/MR-1 (as applicable) with the Registrar of Companies within the prescribed time, and to do all acts necessary to give effect to this resolution." CERTIFIED TRUE COPY For [Company Name] _______________________ Director of the Company DIN: [DIN missing] Date: 28 July 2026 Place: [City]
What this resolution covers
Appointment of Company Secretary / KMP is used to appoint a Company Secretary or other Key Managerial Personnel (MGT-14). It is passed under Section 203, Companies Act, 2013 (Form MGT-14), at a board of directors meeting where quorum is one-third of the total strength of the Board or two directors, whichever is higher, under Section 174 of the Companies Act, 2013. The operative wording follows the standard "RESOLVED THAT... RESOLVED FURTHER THAT..." structure used across Indian corporate practice, naming the specific party, amount or person the resolution authorises, so it reads as a genuine minute rather than a generic template when placed before the board.
Mandatory for companies meeting the prescribed paid-up capital threshold under the KMP Rules. Quorum under Section 174 applies.
MGT-14 filing and shareholder approval
This resolution must also be filed with the Registrar of Companies in Form MGT-14 within 30 days of being passed, since it falls outside the routine Section 179(3) matters that private companies are exempt from filing. Missing the MGT-14 deadline attracts an additional filing fee that grows the longer it stays outstanding, so track the 30-day window from the meeting date, not from when the certified copy is actually issued.
Certified true copy for appointment of company secretary / kmp
The ROC (Form MGT-14, DIR-12) will almost always ask for a certified true copy of this resolution rather than the plain minutes extract — a director or the Company Secretary reviews the copy against the minute book and certifies it, on the company's letterhead, with their name, designation and DIN (or Membership Number and Certificate of Practice number for a CS). This tool generates that certified copy directly from the same resolution text, with a signature block that adapts automatically to whichever signatory type you choose, an optional common seal line, and a "furnished to" clause naming the recipient.
Selecting appointment of company secretary / kmp in the generator produces all three documents from one form — the board resolution (minutes extract), the certified true copy, and a Section 173 notice of meeting with the agenda already filled in — so nothing needs to be retyped across the three.
Frequently asked questions
Related pages
Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
Related tools
Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.