Can a co sec be held liable for his co

Can a company secretary be held liable for the company?

The secretary has vast authority. However, if he makes representation outside the scope of his authority, he may be sued personally.

Similarly, the secretary too may be personally liable where he has signed, or authorised on behalf of the company any bill of exchange, promissory note or other negotiable instrument, on which the name of the company is not mentioned and which is not paid by the company.

(This liability extends in the same way, i.e. no name of company and not paid by company, to any endorsements by the secretary of bills of exchange, promissory notes or other negotiable instruments.).

In order to avoid personal liability, the company secretary should, whenever he enters into a contract on behalf of the company, be careful to sign in his representative capacity, that is, signing “on behalf”

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