Compliance Management, Audit and Due Diligence · Legal Framework Governing Company Secretaries

Certificate of Practice and Company Secretary in Practice

Updated 11 October 2026 · Fact-checked

A certificate of practice (COP) is the permission a member must obtain from the ICSI Council before practising as a Company Secretary (Section 6). A member is in practice when, for remuneration, they render the services listed in Section 2(2). Practising without a COP, or non-members using the designation, attracts penalty under Section 24.

Understand Certificate of Practice and Company Secretary in Practice

The Company Secretaries Act, 1980 separates two ideas: being a member and being in practice. Every person on the Register of members is an Associate (A.C.S.) or a Fellow (F.C.S.). Membership alone does not allow you to practise.

To practise, a member needs a certificate of practice from the Council (Section 6(1)). This applies whether the practice is in India or elsewhere. The member applies in the form decided by the Council and pays the annual fee, which is payable on or before 1 April each year. The Council may cancel a COP in the circumstances prescribed in the regulations (Section 6(3)).

Section 2(2) tells you when a member is deemed to be in practice. The member must act individually, or in partnership with other members in practice (or with members of other prescribed recognised professions), and must work for remuneration received or to be received. The activities include: practising the profession of Company Secretaries to or in relation to any company; services for promotion, formation, incorporation, amalgamation, reconstruction, reorganisation or winding up of companies; acting as authorised representative for filing and verifying documents, share transfer agent, issue house, share and stockbroker, secretarial auditor or consultant, management adviser, or issuing certificates for a company; holding yourself out to the public as a CS in practice; rendering professional services relating to the practice of the profession; and any other service the Council considers a CS in practice may render.

The designation is protected. Under Section 7, every member in practice must, and any other member may, use the designation Company Secretary, and must not use any other description in its place or in addition. The proviso allows adding letters showing membership of another recognised institute or other qualifications, and allows a firm of members in practice to be known as Company Secretaries.

Section 24 enforces this. A non-member who claims membership, uses the designation Company Secretary, or uses A.C.S. or F.C.S. is punishable. So is a member without a COP who represents that they are in practice or practises. Section 37 adds a structural rule: if a practising CS or firm has more than one office in India, each office must be in the separate charge of a member, and the Council must be sent a list of offices and persons in charge.

Key rules to remember

Right to practise: Practice allowed = Member + certificate of practice from the Council (Section 6(1)); Applies in India or elsewhere. A member without a COP cannot practise.
COP fee timing: Annual fee payable on or before 1 April each year (Section 6(2)); Form and fee are as determined by the Council by notification. The old ceiling of ₹3,000 was omitted in 2022.
Cancellation of COP: Council may cancel COP in prescribed circumstances (Section 6(3)); Circumstances are in regulations, not in the Act itself.
Meaning of 'in practice': Member + individually or in partnership + remuneration received or to be received + any service in Section 2(2)(a) to (f); Remuneration is essential. Partnership must be with members in practice or members of prescribed recognised professions.
Designation rule: Members in practice must, other members may, use 'Company Secretary' (Section 7); No other description may replace or be added to it. Other qualifications or membership of recognised institutes may be added.
Penalty, Section 24: First conviction: fine up to ₹1,00,000. Subsequent: imprisonment up to 6 months or fine up to ₹5,00,000, or both; Covers non-members using the designation, A.C.S. or F.C.S., and members without COP who practise.
Multiple offices: Each office in India in separate charge of a member; list of offices sent to Council (Section 37); Council may exempt in suitable cases (Section 37(1) proviso).
Firm: Firm includes LLP and sole proprietorship registered with the Institute (Section 2(1)(fa)); Useful for questions on who can practise as a firm.

How to solve Certificate of Practice and Company Secretary in Practice questions

Most questions give a fact pattern about a person using the title or doing work for fees. Use this order.

1Identify the person: non-member, member without COP, or member with COP.
2List what the person actually did and check each act against Section 2(2)(a) to (f).
3Check remuneration: was it received or to be received? Without it, the person may not be 'in practice'.
4Check the capacity: individual, or partnership with members in practice or prescribed recognised professions.
5Apply Section 6: practice needs a COP. Note the annual fee date and Council power to cancel.
6Apply Section 7 (designation) and Section 24 (penalty) to the title or letters used.
7State the penalty with first and subsequent conviction amounts, if an offence is made out.
8Conclude clearly: permitted or not permitted, and the consequence.

Quickest way: Three-question check

When to use it: When you have little time and the question is a short fact-based one.

Is the person a member? If not, using 'Company Secretary', A.C.S. or F.C.S. is an offence under Section 24(a).
If a member, do they hold a COP? If not, practising or claiming to practise is an offence under Section 24(b).
If they hold a COP, check designation and offices: only 'Company Secretary' as the description, and each office under a member's charge.
Write the section, the fact and the conclusion in three lines, then add the penalty.

Common mistakes in Certificate of Practice and Company Secretary in Practice

Saying every member can practise.
Students treat membership and practice as the same thing.
Fix: State that Section 6(1) requires a COP for every member who wants to practise.
Ignoring remuneration when deciding if a member is 'in practice'.
Students focus on the type of service only.
Fix: Quote the words 'in consideration of remuneration received or to be received' from Section 2(2) every time.
Quoting old penalty amounts such as ₹1,000 or ₹5,000.
Older notes and books still carry the pre-2022 figures.
Fix: Use ₹1,00,000 for first conviction and up to ₹5,00,000 or six months for later convictions under Section 24, as amended w.e.f. 10 May 2022.
Mixing up Section 24 and Section 25.
Both deal with penalties and the Institute's name.
Fix: Section 24 covers false claims to membership, the designation or A.C.S. and F.C.S., and practice without a COP. Section 25 covers using the Institute's name or seal, awarding look-alike degrees, or trying to regulate the profession.
Thinking a COP fee ceiling of ₹3,000 still applies.
The earlier text capped the fee.
Fix: The ceiling was omitted in 2022. The fee is as determined by the Council by notification.
Forgetting the branch office rule.
Students stop at Sections 6 and 24.
Fix: Add Section 37: each office in separate charge of a member, and the Council informed of offices and changes.

Worked examples

Example 1

Rohan Mehta is an Associate member of the ICSI but has not obtained a certificate of practice. He files ROC forms for three client companies and charges ₹15,000 per filing. Is he in breach of the Company Secretaries Act, 1980? State the consequence.

Show the solution

Rohan is a member, so he is an Associate entitled to use A.C.S.
Filing documents for companies, for fees, is acting as an authorised representative of a company under Section 2(2)(c)(i). Remuneration is received, so he appears to be in practice.
Section 6(1) says no member is entitled to practise unless he has obtained a COP from the Council. Rohan has none.
Section 24(b) punishes a member without a COP who represents that he is in practice or practises as a Company Secretary. On these facts, Section 24(b) is attracted.
Penalty on conviction: on first conviction, fine up to ₹1,00,000. On a subsequent conviction, imprisonment up to six months, or fine up to ₹5,00,000, or both.

Answer: Rohan appears to be practising without a COP, so Section 24(b) is attracted. On conviction, the penalty for a first conviction is a fine up to ₹1,00,000.

Exam tips

Write the section number with every rule: Sections 2(2), 6, 7, 24, 25 and 37 carry marks.
Quote the amended penalty figures. Examiners notice old amounts.
In case questions, always run the order: member or not, COP or not, remuneration, then penalty.
List a few Section 2(2) services in your answer, such as secretarial auditor, share transfer agent and authorised representative, to show breadth.
Close every answer with a clear conclusion and the consequence, as the paper is written and case-based.

Practice questions from Legal Framework Governing Company Secretaries

Certificate of Practice and Company Secretary in Practice: frequently asked questions

Who is a Company Secretary in practice?

A member is in practice when, for remuneration received or to be received, he renders the services described in Section 2(2), individually or in partnership with members in practice. Examples are secretarial audit, filing documents for companies and advising on company law matters. To be entitled to practise, he must also hold a certificate of practice under Section 6(1).

How do I get a certificate of practice from the ICSI?

You must be a member and apply to the Council in the form it decides, paying the annual fee it determines. The fee is payable on or before 1 April each year. Follow the current Council notification for the exact form and process.

What is the penalty for using the designation Company Secretary without being a member?

Under Section 24, the first conviction carries a fine up to ₹1,00,000. A later conviction carries imprisonment up to six months, or a fine up to ₹5,00,000, or both.

Can a member without a COP use the title Company Secretary?

Yes. Under Section 7, any member who is not in practice may use the designation. But a member without a COP cannot practise or represent that he is in practice. If he does, he commits an offence under Section 24(b).