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KMP Appointment โ€” Key Managerial Personnel | Beyonte Compliance
Business Services ยท Corporate Governance

KMP Appointment

Appoint Key Managerial Personnel โ€” Managing Director, CEO, CFO, Company Secretary and Whole-Time Director โ€” as required under Section 203 of the Companies Act 2013, with board/shareholder resolutions and MCA filings.

  • ๐Ÿ‘” KMP Appointment
  • ๐Ÿ“„ MR-1 / DIR-12
  • ๐Ÿข Section 203
  • โœ… Board Resolution
  • ๐Ÿ“ฌ ROC Filing
๐Ÿ‘”

Appoint KMP for your company

Share the KMP role and candidate details. We handle the resolution, service agreement and MCA filing.

Talk to a CS →
What We Handle

A complete kmp appointment package

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KMP Eligibility Check

Verification that the proposed KMP meets the qualifications and is not disqualified under the Companies Act.

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Board / EGM Resolution

Board resolution (or shareholder special resolution for MD/WTD) authorising the KMP appointment.

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Service Agreement

Appointment letter and service agreement with terms of appointment, remuneration and tenure.

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Form MR-1 / DIR-12 Filing

MR-1 filed for MD/WTD appointment within 60 days; DIR-12 filed within 30 days for director-designation KMPs.

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Remuneration Approval

Remuneration approved as per Schedule V โ€” shareholder approval if limits are exceeded.

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Company Secretary Appointment

CS appointment recorded in board minutes โ€” CS files their own DIR-12 and signs the MCA forms.

Key Requirements

What is needed for kmp appointment

Section 203 โ€” Mandatory KMPs

Every listed company and public company with paid-up capital above Rs 10 crore must appoint MD/CEO, CFO and Company Secretary.

Private Companies โ€” CS Required

Private companies with paid-up capital above Rs 10 crore must appoint a whole-time Company Secretary.

Board Resolution Mandatory

A board resolution is required for every KMP appointment โ€” the KMP must accept the appointment in writing.

MR-1 Within 60 Days

For MD or WTD appointment, Form MR-1 must be filed with the ROC within 60 days of appointment.

DIR-12 Within 30 Days

If the KMP is also a director, DIR-12 must be filed within 30 days of the appointment.

Schedule V Remuneration Limits

MD and WTD remuneration must comply with Schedule V โ€” Central Government approval required if limits are exceeded.

ℹ️

A company secretary is not merely an administrative role โ€” it is a statutory appointment. For companies above the threshold, absence of a qualified whole-time CS is a compliance default that attracts penalty on the company and every director in default.

Common Pitfalls

Common issues with kmp appointment

MR-1 not filed within 60 daysMD/WTD appointment without MR-1 filing โ€” penalty on company and KMP under Section 203.
Remuneration exceeds Schedule VMD remuneration not within Schedule V limits without Central Government approval โ€” void.
CS appointment not recordedCompany Secretary appointed but not recorded in board minutes or MCA โ€” appointment not recognised.
KMP disqualifiedAppointment made without checking disqualification under Section 164 or 196 โ€” appointment void.
Two whole-time positions heldA KMP cannot hold two whole-time positions simultaneously โ€” violates Section 203(3).
Shareholder approval not obtainedMD appointed at excessive remuneration without shareholder approval โ€” open to challenge.
How It Works

Simple steps, no surprises

1

KMP role and eligibility confirmed

KMP category determined, candidate's qualifications and disqualification status verified.

2

Board / EGM resolution passed

Board resolution (or EGM special resolution for MD/WTD) passed โ€” appointment letter issued.

3

Service agreement executed

Service agreement with remuneration, tenure and terms signed by the company and KMP.

4

MR-1 and DIR-12 filed

MR-1 filed within 60 days, DIR-12 within 30 days โ€” ROC acknowledgement received.

FAQ

Frequently asked questions

Under Section 2(51) read with Section 203 of the Companies Act 2013, KMPs include the Managing Director, CEO, CFO, Whole-Time Director, Company Secretary and any other officer designated by the board.

Every listed company and every public company with paid-up share capital of Rs 10 crore or more must appoint a whole-time MD or CEO, a CFO and a Company Secretary. Private companies with paid-up capital above Rs 10 crore must appoint a Company Secretary.

Form MR-1 is filed within 60 days of appointing an MD or WTD. If the KMP is also a director, Form DIR-12 must also be filed within 30 days. Company Secretary appointments are recorded in board minutes and MCA forms are signed by the CS in their official capacity.

No. A person cannot hold two whole-time KMP positions in the same company simultaneously under Section 203(3). A director can be designated as MD and CEO, but cannot be both MD and CFO in a whole-time capacity.

Remuneration for MD and WTD is governed by Schedule V of the Companies Act 2013. In profitable companies, the limit is typically 5โ€“10% of net profits depending on the number of managerial persons. In companies with inadequate or no profits, minimum remuneration limits apply โ€” Central Government approval is required to exceed these limits.

Ready to appoint KMP for your company?

We handle the resolution, service agreement, MR-1 and DIR-12 โ€” fully Section 203 compliant.