Section 185 : Appointment of company secretary

1) A public company with the paid –up capital of ten million rupees or more shall appoint to the pot of company secretary a Nepalese citizen who has the qualification mentioned in Sub-section (2).

2) A Nepalese citizen who has worked in the related field for at least two years after obtaining the professional certificate of company secretary issued by a native or foreign body authorised to issue the professional certificate of company secretary pursuant to the prevailing law or who has worked in the related field or in the field of company management for at least three years after doing at least bachelor degree in law, management ,commerce or economics may be appointed to the post of company secretary.

Provided, however, that this provision shall not apply to the company secretary who is incumbent at the time of commencement of this Act for three years after the date of commencement of this Act .

3) No director of the concerned company shall be eligible to be appointed as the company secretary of such company.

4) A person shall not be appointed to the post of company secretary of more than one company at the same time.

Provided, however, that this provision shall not bar the appointing of the company secretary of any principal company to the post of company secretary of the subsidiary company of such company.

5) Where it is provided by this Act, the prevailing law or articles of association that any act has to be done by or through the company secretary, and the post of company secretary remains vacant in the company or any reason the incumbent company secretary fails to do such act or shows has inability to do such act, then any such employee of the company, who has the qualification referred to in this Act, as designated by the board of directors to do such act may perform such act in the capacity of company secretary.