The Company Secretaries Act, 1980

(1) This Act may be called the Company Secretaries Act, 1980. (2) It extends to the whole of India. (3) It shall come into force on such date1 as the Central Government may, by notification in the Official Gazette, appoint

(1) In this Act, unless the context otherwise requires, (a) Associate means an Associate Member of the Institute; 1[(aa) "Authority" means the Appellate Authority referred to in section 22A; (aaa) "Board" means the Quality Review Board constituted under section 29A;]; 2[(ab) Board of Discipline means the Board of Discipline constituted under sub-section (1) of section 21A;] (b) "Companies Act" means 3[the Companies Act, 2013 (18 of 2013) or any other previous company law as defined in clause (67) of section 2 of the said Act]; (c) "Company Secretary" means a person who is a member of the Institute; (d) "Council" means the Council of the Institute constituted under section 9; 2[(da) Director (Discipline) means the Director (Discipline) referred to in section 21 and includes Joint Director (Discipline); (db) Disciplinary Committee means the Disciplinary Committee constituted under sub-section (1) of section 21B; (dc) Disciplinary Directorate means the Disciplinary Directorate established under sub-section (1) of section 21;] (e) "dissolved company" means the Institute of Company Secretaries of India registered under the Companies Act; (f) "Fellow" means a Fellow Member of the Institute; 4[(fa) "firm" shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 1932 (9 of 1932), and includes, (i) the limited liability partnership as defined in clause (n) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009); or (ii) the sole proprietorship, registered with the Institute;] (g) "Institute" means the Institute of Company Secretaries of India constituted under this Act; 5[(ga) notification means a notification published in the Official Gazette and the term notify shall be construed accordingly;] 6[(gb) partner shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 1932 (9 of 1932) or in clause (q) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), as the case may be; (gc) "partnership" means. (A) a partnership as defined in section 4 of the Indian Partnership Act, 1932 (9 of 1932); or (B) a limited liability partnership which has no company as its partner;] (h) "prescribed" means prescribed by regulations made under this Act; (i) "President" means the President of the Council; 7[(j) Register means the Register of members of the Institute maintained under section 19 or the Register of firms of the Institute maintained under section 20B, as the case may be;] 6 [(jj) "sole proprietorship" means an individual who engages himself in the practice of the profession of the company secretaries or offers to perform services referred to in clauses (b) to (f) of sub-section (2);] 8[(ja) "specified" means specified by rules made by the Central Government under this Act; 9[(jaa) Standing Committee means the Standing Committee constituted under sub-section (1) of section 17;] (jb) Tribunal means a Tribunal established under sub-section (1) of section 10B;]; (k) Vice-President means the Vice-President of the Council; (l) year means the period commencing on the 1st day of April of any year and ending on the 31st day of March of the succeeding year; (m) words and expressions used herein and not defined but defined in the Companies Act shall have the meanings respectively assigned to them in that Act (2) Save as otherwise provided in this Act, a member of the Institute shall be deemed to be in practice when, individually or in partnership with one or more members of the Institute in practice or in partnership with members of such other recognised professions as may be prescribed, he, in consideration of remuneration received or to be received, (a) engages himself in the practice of the profession of Company Secretaries to, or in relation to, any company; or (b) offers to perform or performs services in relation to the promotion, forming, incorporation, amalgamation, reconstruction, reorganisation or winding up of companies; or (c) offers to perform or performs such services as may be performed by (i) an authorised representative of a company with respect to filing, registering, presenting, attesting or verifying any documents (including forms, applications and returns) by or on behalf of the company, (ii) a share transfer agent, (iii) an issue house, (iv) a share and stockbroker, (v) a secretarial auditor or consultant, (vi) an adviser to a company on management, including any legal or procedural matter falling under 10[***], the Industries (Development and Regulation) Act, 1951 (65 of 1951), the Companies Act, the Securities Contracts (Regulation) Act, 1956 (42 of 1956), any of the rules or bye-laws made by a recognised stock exchange, 11[the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Foreign Exchange Management Act, 1999 (42 of 1999), the Competition Act, 2002 (12 of 2003)], or under any other law for the time being in force, (vii) issuing certificates on behalf of, or for the purposes of, a company; or (d) holds himself out to the public as a Company Secretary in practice; or (e) renders professional services or assistance with respect to matters of principle or detail relating to the practice of the profession of Company Secretaries; or (f) renders such other services as, in the opinion of the Council, are or may be rendered by a Company Secretary in practice; and the words to be in practice, with their grammatical variations and cognate expressions, shall be construed accordingly.

(1) All persons whose names are entered in the Register of the dissolved company immediately before the commencement of this Act and all persons who may hereafterhave their names entered in the Register to be maintained under this Act, so long as they continue to have their names borne on the Register to be maintained under this Act, are hereby constituted a body corporate by the name of the Institute of Company Secretaries of India and all such persons shall be known as members of the Institute. (2) The Institute shall have perpetual succession and a common seal and shall have power to acquire, hold and dispose of property, movable or immovable and shall by its name sue or be sued.

(1) Any of the following persons shall be entitled to have his name entered in the 1[Register of members], namely: (a) any person who immediately before the commencement of this Act was an Associate or a Fellow (including an Honorary Fellow) of the dissolved company; (b) any person who is a holder of the Diploma in Company Secretaryship awarded by theGovernment of India; (c) any person who has passed the examinations conducted by the dissolved company and has completed training either as specified by the dissolved company or as prescribed by the Council, except any such person who is not a permanent resident of India; (d) any person who has passed such examination and completed such training, as may beprescribed for membership of the Institute; (e) any person who has passed such other examination and completed such other training 2[outside India] as is recognised by the Central Government or the Council as being equivalent to the examination and training prescribed under this Act for membership of the Institute: Provided that in the case of any person belonging to any of the classes mentioned in this sub-section who is not permanently residing in India, the Central Government or the Council may impose such further conditions as it may deem to be necessary or expedient in the public interest. (2) Every person belonging to the class mentioned in clause (a) or clause (b) of sub-section (1) shall have his name entered in the Register without the payment of any entrance fee. 3[(3) Every person belonging to any of the classes mentioned in clauses (c), (d) and (e) of sub-section (1) shall have his name entered in the Register on application being made and granted in the prescribed manner and on payment of such fees, as may be determined, by notification, by the Council, [4***]: 5* * * * *]. (4) The. Central Government may take such steps as may be necessary for the purpose of having the names of all persons belonging to the classes mentioned in clauses (a) and (b) of sub-section (1) entered in the Register at the commencement of this Act. (5) Notwithstanding anything contained in this section, the Council may confer on any person Honorary Fellow Membership, if the Council is of the opinion that such person has made a significant contribution to the profession of Company Secretaries and thereupon the Council shall enter the name of such person in the Register but such person shall not have any voting rights in any election or meetings of the Institute and shall not also be required to pay any fee to the Institute.

(1) The members of the Institute shall be divided into two classes designated respectively as Associates and Fellows. (2) Any person other than a person to whom the provisions of sub-section (4) apply, shall, on his name being entered in the 1[Register of members], be deemed to have become an Associate and as long as his name remains so entered, shall be entitled to use the letters A.C.S. after his name to indicate that he is an Associate. 2[(3) A person, being an Associate who has been in continuous practice in India as a Company Secretary for at least five years and a person who has been an Associate for a continuous period of not less than five years and who possesses such qualifications or practical experience as the Council may prescribe with a view to ensuring that he has experience equivalent to the experience normally acquired as a result of continuous practice for a period of five years as a Company Secretary shall, on payment ofsuch fees, as may be determined, by notification, by the Council, 3[***], and on application made and granted in the prescribed manner, be entered in the 1[Register of members] as a Fellow: 4* * * * Explanation I.-- For the purposes of this sub-section, a person shall be deemed to have practised in India for any period for which he has held a certificate of practice under section 6, notwithstanding that he did not actually practise during that period. Explanation II.-- In computing the continuous period during which a person has been an Associate of the Institute, there shall be included any continuous period during which the person has been an Associate of the dissolved company immediately before he became an Associate of the Institute.] (4) Any person who was a Fellow of the dissolved company and who is entitled to have his name entered in the 1[Register of members] under clause (a) of sub-section (1) of section 4, shall be entered in the 1[Register of members] as a Fellow. (5) Any person whose name is entered in the 1[Register of members] as a Fellow shall, so long as his name remains so entered, be entitled to use the letters F.C.S. after his name to indicate that he is a Fellow.