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

Company Secretaries Act, 1980: Overview and Definitions

Updated 11 October 2026 · Fact-checked

The Company Secretaries Act, 1980 creates the Institute of Company Secretaries of India and regulates the profession. Section 2 defines terms such as Council, Institute, Associate, Fellow and Company Secretary, and section 2(2) explains when a member is deemed to be in practice. To answer, quote the definition, then apply it to the facts.

Understand Company Secretaries Act, 1980: Overview and Definitions

The Company Secretaries Act, 1980 is the law that sets up and governs the profession of company secretaries in India. It constituted the Institute of Company Secretaries of India (the Institute) as the body that admits members, keeps the Register and regulates conduct. The Act dissolved the earlier company of the same name that was registered under the Companies Act (section 31). Rights of members in that dissolved company were extinguished.

Section 2 is the definitions section. It opens with "unless the context otherwise requires", so a meaning can change if the context demands it. Section 2(1)(m) adds that words not defined in the Act but defined in the Companies Act take their Companies Act meaning. "Companies Act" itself means the Companies Act, 2013 or any other previous company law as defined in section 2(67) of that Act.

Key definitions to know: Company Secretary means a person who is a member of the Institute. Associate means an Associate Member and Fellow means a Fellow Member. Institute means the ICSI constituted under the Act. Council means the Council constituted under section 9. Prescribed means prescribed by regulations made under the Act, while specified means specified by rules made by the Central Government. Year runs from 1 April to 31 March.

Members fall into two classes, Associates and Fellows (section 5). A person whose name is entered in the Register of members becomes an Associate and may use A.C.S. An Associate who has been in continuous practice in India for at least five years, or who has been an Associate for a continuous period of not less than five years and has the qualifications or experience the Council prescribes, can apply and be entered as a Fellow, using F.C.S. A person who held a certificate of practice is deemed to have practised for that period, even if he did not actually practise.

The most tested idea is being in practice (section 2(2)). A member is deemed to be in practice when, alone or in partnership, and for remuneration received or to be received, he does any of the listed things: practises as company secretary to a company; offers services in promotion, formation, incorporation, amalgamation, reconstruction, reorganisation or winding up; acts as authorised representative for filings, share transfer agent, issue house, stockbroker, secretarial auditor or consultant, adviser to a company on management or legal matters, or issues certificates for a company; holds himself out as a Company Secretary in practice; renders professional services on matters of principle or detail; or renders other services the Council considers a CS in practice may render. Remuneration is the key condition.

Key rules to remember

Company Secretary: Company Secretary = a person who is a member of the Institute (s. 2(1)(c)); Members are Associates or Fellows. Every member in practice must use the designation Company Secretary; others may (s. 7).
Companies Act meaning: "Companies Act" = Companies Act, 2013 or any previous company law as defined in s. 2(67) of that Act; Words undefined here but defined in the Companies Act take that meaning (s. 2(1)(m)).
Prescribed vs specified: Prescribed = by regulations under the Act; Specified = by rules of the Central Government; Regulations come from the Council; rules from the Central Government. Do not swap them.
Test for being in practice: In practice = member + (alone or in partnership) + remuneration received or to be received + listed service (s. 2(2)(a) to (f)); Unpaid services do not meet the test. The list is wide and includes a catch-all in clause (f).
Fellow eligibility: Associate with 5 years' continuous practice in India, or 5 years' continuous membership plus prescribed qualification or experience (s. 5(3)); Entered on application, in the prescribed manner, on payment of fees fixed by Council notification. Time with the dissolved company counts towards continuous Associate period.
Letters: Associate: A.C.S.; Fellow: F.C.S. (s. 5); Using them without membership is an offence under s. 24.
Penalty for falsely claiming membership (s. 24): First conviction: fine up to ₹1,00,000. Later conviction: imprisonment up to 6 months, or fine up to ₹5,00,000, or both; Applies to a non-member who claims to be a member, uses the designation Company Secretary or A.C.S./F.C.S., and to a member without a certificate of practice who practises or claims to be in practice. Subject to s. 7.
Penalty for misusing Institute's name (s. 25): First conviction: imprisonment up to 6 months, or fine of ₹1,00,000 to ₹5,00,000, or both. Later conviction: imprisonment up to 1 year, or fine of ₹2,00,000 to ₹10,00,000, or both; Covers identical names or seal, awarding similar degrees or designations, and seeking to regulate the profession.
Branch offices (s. 37): More than one office in India: each office in separate charge of a member; send Council a list of offices and persons in charge, and report changes; The Council may exempt suitable cases from the separate-charge rule.

How to solve Company Secretaries Act, 1980: Overview and Definitions questions

Questions on this topic ask you to define a term, test whether someone is in practice, or apply a penalty. Use the same method each time.

1Identify what is asked: a definition, the practice test, membership class, or a penalty.
2Quote the exact definition or section in plain words, naming the section number only where you are sure of it.
3List the conditions of the rule. For practice, check member status, remuneration and the type of service.
4Match each fact in the question to a condition, one by one.
5Check exceptions and linked sections, such as s. 7 for the designation and the certificate of practice for s. 24(b).
6State your conclusion clearly in one sentence.
7Add the consequence, such as the penalty under s. 24 or s. 25, if the facts show a breach.

Quickest way: Practice test in four checks

When to use it: Use it when a case asks whether a member is "in practice" or has breached the Act.

Is the person a member of the Institute?
Is there remuneration, received or to be received?
Does the work fall in s. 2(2)(a) to (f)?
Does the member hold a certificate of practice? If not, s. 24(b) applies.

Common mistakes in Company Secretaries Act, 1980: Overview and Definitions

Treating any service by a member as practice.
Students ignore the remuneration condition.
Fix: Always state that practice needs remuneration received or to be received, and a listed service.
Confusing prescribed with specified.
The two words look alike.
Fix: Prescribed means by regulations under the Act; specified means by Central Government rules.
Saying Companies Act means only the 2013 Act.
Students forget the extended definition.
Fix: Add: or any previous company law as defined in section 2(67) of the 2013 Act.
Mixing up the penalties in s. 24 and s. 25.
Both deal with misuse and both were enhanced in 2022.
Fix: Remember s. 24 is false claim of membership or practice; s. 25 is misuse of the Institute's name or awarding similar degrees.
Thinking a Fellow needs only five years as a member.
The two routes in s. 5(3) are blended.
Fix: State both routes: five years' continuous practice, or five years as Associate plus prescribed qualification or experience.

Worked examples

Example 1

Ravi, an Associate member of the Institute without a certificate of practice, advises a private company on Companies Act compliance and receives ₹60,000 a month. Is he in breach of the Company Secretaries Act, 1980?

Show the solution

Provision: under section 2(2), a member is in practice when, for remuneration received or to be received, he performs services such as acting as adviser to a company on legal or procedural matters under the Companies Act.
Facts: Ravi is a member, receives ₹60,000 a month, and advises on Companies Act matters. Each condition is met, so he is in practice.
Section 24(b) punishes a member who has no certificate of practice and represents that he is in practice or practises as a Company Secretary.
Ravi has no certificate, so he breaches the provision.
Consequence: on first conviction, fine up to ₹1,00,000; on a later conviction, imprisonment up to six months, or fine up to ₹5,00,000, or both.

Answer: Yes. Ravi is in practice under section 2(2) but has no certificate of practice, so he is liable under section 24(b).

Example 2

Explain the meaning of Associate and Fellow under the Act, and state how an Associate becomes a Fellow.

Show the solution

Section 2(1) defines Associate as an Associate Member of the Institute and Fellow as a Fellow Member.
Section 5(1): members are divided into two classes, Associates and Fellows.
A person whose name is entered in the Register of members becomes an Associate and may use A.C.S.
Route to Fellow under section 5(3): an Associate in continuous practice in India for at least five years; or an Associate for a continuous period of at least five years with the qualifications or experience the Council prescribes.
The person applies in the prescribed manner and pays the fee fixed by Council notification. Time as a certificate holder counts as practice, and time as an Associate of the dissolved company counts in the five years.
Once entered as Fellow, the person may use F.C.S.

Answer: Associates and Fellows are the two classes of members. An Associate becomes a Fellow after five years of continuous practice, or five years as Associate with the prescribed qualification or experience, on application and payment of fees.

Exam tips

Write the definition first, then apply it. Markers reward the provision-facts-conclusion order.
In practice questions, always mention remuneration and the listed services in s. 2(2).
Quote the penalty amounts for s. 24 and s. 25 correctly and keep the two sections apart.
Do not quote section numbers you are unsure of; describe the rule in plain words instead.

Practice questions from Legal Framework Governing Company Secretaries

Company Secretaries Act, 1980: Overview and Definitions in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Company Secretaries Act, 1980: Overview and Definitions: frequently asked questions

What is the objective of the Company Secretaries Act, 1980?

It constitutes the Institute of Company Secretaries of India and regulates the profession of company secretaries. It provides for membership, the Register, practice and discipline.

What does practice of company secretary mean under the Act?

Under section 2(2), a member is deemed to be in practice when, for remuneration received or to be received, he performs listed services. Examples are acting as secretarial auditor, adviser to a company, or authorised representative for filings.

What is the difference between an Associate and a Fellow?

Both are members of the Institute. An Associate is entered in the Register and uses A.C.S. A Fellow has met the five-year requirements in section 5(3) and uses F.C.S.

Can a person who is not a member use the designation Company Secretary?

No. Section 24 punishes a non-member who uses the designation or the letters A.C.S. or F.C.S. Section 7 is the exception that applies to members.