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

ICSI Constitution and Functions under the Company Secretaries Act

Updated 11 October 2026 · Fact-checked

The Institute of Company Secretaries of India is a body corporate formed by Section 3 of the Company Secretaries Act, 1980. It has perpetual succession and a common seal. Section 31 dissolved the earlier registered company, and Section 32 moved its assets, liabilities, contracts and pending cases to the Institute. Section 15A lists its functions.

Understand Institute of Company Secretaries of India: Constitution and Functions

Before the Act, the Institute was an ordinary company registered under the Companies Act. The Company Secretaries Act, 1980 replaced it with a statutory body. The Act came into force on 1 January 1981, and it extends to the whole of India.

Section 3 makes the Institute a body corporate. Its members are all persons whose names were on the Register of the dissolved company just before commencement, plus all persons later entered in the Register under the Act, for as long as their names stay on it. The Institute has perpetual succession and a common seal. It can acquire, hold and dispose of movable and immovable property, and it can sue and be sued in its own name.

Section 31 deals with the old company. On commencement, the company called the Institute of Company Secretaries of India, registered under the Companies Act, stood dissolved. No one can bring claims or proceedings against it or its officers as such, except as needed to enforce the Act. Members' rights in the old company were extinguished, except as the Act provides.

Section 32 keeps the business running. All assets and liabilities of the dissolved company vest in the Institute. Assets include rights, powers, property, cash, reserves, investments, deposits and books of account. Liabilities include all debts and obligations then existing. Contracts and instruments bind and benefit the Institute as if it had been the party. Pending suits and appeals do not abate. They continue by or against the Institute.

Section 15A lists the Institute's functions. They include examining candidates for enrolment, regulating training of students, maintaining the Register of persons qualified to practise as Company Secretaries and the Register of firms, collecting fees, and removing or restoring names on the Register of members and firms. They also include running a library and publications, conducting elections to the Council, and granting or refusing certificates of practice as per the Council's guidelines. The Council directs all this under Section 15.

Key rules to remember

Section 3: Incorporation: Members on the Register = body corporate named the Institute of Company Secretaries of India; Covers persons on the old Register at commencement and those entered later, so long as their names stay on the Register.
Section 3(2): Legal character: Perpetual succession + common seal + power to hold property + sue and be sued in its own name; These four features define a body corporate. Cite them together.
Section 31: Dissolution: Old registered company stands dissolved on commencement; members' rights extinguished; Claims against it or its officers are barred, except as needed to enforce the Act.
Section 32: Transfer: Assets + liabilities of dissolved company vest in the Institute; contracts enforceable; pending proceedings do not abate; Assets include cash, reserves, investments, deposits and books of account. Liabilities include all existing debts and obligations.
Section 15A: Institute's functions: Examination, training, Registers, fees, removal and restoration of names, library, Council elections, certificates of practice; These are the Institute's functions. Section 15 sets the Council's duties, which are different.
Commencement: Act in force from 1 January 1981 (notification S.O. 989(E) dated 27 December 1980); extends to the whole of India; Section 1 allowed the Central Government to appoint the date.

How to solve Institute of Company Secretaries of India: Constitution and Functions questions

Use this method for any question on the Institute's status, the old company or its functions. Keep to the pattern of provision, facts, conclusion.

1Identify what the question tests: status of the Institute (Section 3), dissolution (Section 31), transfer (Section 32), or functions (Section 15A).
2State the rule in plain words, with the section number only where you are sure of it.
3List the facts that matter, such as a contract, a pending suit, a claim against the old company or a member's right.
4Apply the rule to each fact. For a contract, say it is enforceable by or against the Institute. For a suit, say it does not abate.
5Check for the exceptions: claims are barred except as needed to enforce the Act, and members' rights are extinguished except as the Act provides.
6If the question is on functions, separate the Institute's functions (Section 15A) from the Council's duties (Section 15).
7Write a one-line conclusion that answers the question asked.
8Add a practical point, such as that the Institute can enter contracts and hold property in its own name.

Quickest way: Four-word recall: Form, Dissolve, Transfer, Function

When to use it: Use this when you have about five minutes for a short note or a part of a case answer.

Form: Section 3 makes members a body corporate with perpetual succession, a common seal and the power to sue and be sued.
Dissolve: Section 31 ends the old registered company and bars claims against it, except to enforce the Act.
Transfer: Section 32 vests assets and liabilities in the Institute, keeps contracts alive and stops pending cases from abating.
Function: list four or five items from Section 15A and mention that the Council controls the Institute.

Common mistakes in Institute of Company Secretaries of India: Constitution and Functions

Saying the Institute is still a company registered under the Companies Act.
The name is the same before and after the Act, so students assume nothing changed.
Fix: Remember that Section 31 dissolved the old company. The present Institute is a statutory body corporate under Section 3.
Saying pending suits against the old company end when it is dissolved.
Students link dissolution with the end of all liability.
Fix: Section 32 says pending suits, appeals and proceedings do not abate. They continue by or against the Institute.
Mixing up the functions of the Institute with the duties of the Council.
Section 15 and Section 15A both list items, and some overlap, such as certificates of practice.
Fix: Section 15A gives the Institute's functions, for example examination, training and Registers. Section 15 gives the Council's duties, for example approving courses and prescribing fees.
Leaving out perpetual succession or the common seal when describing the body corporate.
Students remember only that the Institute can sue and be sued.
Fix: Quote all features in Section 3(2): perpetual succession, a common seal, the power to hold and dispose of property, and the power to sue and be sued in its own name.
Treating Section 31 as allowing no claim of any kind against the old company.
The word 'no' in the section is read without its exception.
Fix: Add the exception: claims are allowed only so far as necessary to enforce the provisions of the Act. The same applies to members' claims, which are allowed only as the Act provides.
Stating that the Act came into force on the date of passing.
Students do not read Section 1.
Fix: Section 1(3) lets the Central Government appoint the date by notification. The Act came into force on 1 January 1981.

Worked examples

Example 1

Before 1 January 1981, the old Institute, registered as a company, had signed a lease of its office with a landlord, and a suit by a vendor against it was pending. After commencement of the Company Secretaries Act, 1980, the landlord says the lease ended with the dissolved company, and the vendor says the suit has abated. Advise.

Show the solution

Provision: Section 31 dissolves the old company on commencement. Section 32 transfers its assets and liabilities to the Institute.
Lease: Section 32(3) says contracts and instruments subsisting immediately before commencement have full force against or in favour of the Institute, as if it had been the party.
Suit: Section 32(4) says a pending suit, appeal or proceeding does not abate or get prejudicially affected by the transfer. It continues by or against the Institute.
Section 31 does not help the landlord or the vendor. It bars fresh claims against the dissolved company and its officers, but the transfer provisions of Section 32 deal with existing contracts and proceedings.

Answer: The landlord is wrong. The lease continues and is enforceable by and against the Institute. The vendor is also wrong. The suit does not abate and continues against the Institute.

Example 2

Explain how the Institute of Company Secretaries of India is constituted as a statutory body and list its main functions under the Company Secretaries Act, 1980.

Show the solution

Constitution: Section 3(1) says persons on the Register of the old company just before commencement, and persons later entered in the Register, while their names stay on it, form a body corporate named the Institute of Company Secretaries of India. They are its members.
Legal character: Section 3(2) gives perpetual succession and a common seal. The Institute can acquire, hold and dispose of property and can sue or be sued by its name.
Old company: Section 31 dissolved the earlier registered company, and Section 32 transferred its assets and liabilities to the Institute.
Functions under Section 15A: examining candidates for enrolment, regulating training of students, and maintaining the Register of persons qualified to practise and the Register of firms.
Further functions: collecting fees, removing and restoring names on the Register of members and firms, maintaining a library and publishing books and periodicals, conducting Council elections, and granting or refusing certificates of practice as per the Council's guidelines.
Control: under Section 15 the Institute works under the overall control, guidance and supervision of the Council.

Answer: The Institute is a body corporate with perpetual succession and a common seal under Section 3. It replaced the dissolved registered company under Sections 31 and 32. Its functions under Section 15A cover examination, training, Registers, fees, name removal and restoration, library and publications, Council elections and certificates of practice, all under the Council's control.

Exam tips

Write the section numbers 3, 31, 32 and 15A in your answer, but only where you are sure. A correct rule in plain words earns marks even without a number.
In a case question, give the provision first, then apply it to the facts, then conclude in one line.
For a list of functions, give at least five items from Section 15A and keep them separate from the Council's duties in Section 15.
In answers on the old company, always mention that pending suits do not abate and that contracts continue against the Institute.
The paper is written and descriptive, so use short headings or numbered points in a long answer. This makes it easy for the examiner to award marks.

Practice questions from Legal Framework Governing Company Secretaries

Institute of Company Secretaries of India: Constitution and Functions in other exams

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

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Institute of Company Secretaries of India: Constitution and Functions: frequently asked questions

What does Section 31 of the Company Secretaries Act, 1980 provide?

It dissolves the old company named the Institute of Company Secretaries of India, registered under the Companies Act, on commencement of the Act. It bars claims and proceedings against that company or its officers, except as needed to enforce the Act. It also extinguishes members' rights in the old company, except as the Act provides.

What happens to the old company's assets and liabilities under Section 32?

All of them vest in the Institute on commencement. Assets include rights, property, cash, investments and books of account. Liabilities include all debts and obligations then existing.

Why is the ICSI called a body corporate with perpetual succession?

Section 3 constitutes the members as a body corporate with perpetual succession and a common seal. This means the Institute continues to exist even when members change. It can hold property and sue or be sued in its own name.

Are the functions of the Institute and the duties of the Council the same?

No. Section 15A lists the Institute's functions, such as examination, training and keeping the Registers. Section 15 lists the Council's duties, such as approving courses, prescribing fees and qualifications, and supervising the Institute.