Every company secretary reaches a career fork at some point. One road leads to a corner office inside a company, drawing a salary and reporting to the board. The other leads to independent practice, where the professional works across multiple companies as a consultant, auditor, and advisor. This second path, formally recognised by law, is what makes a company secretary in practice a distinct and increasingly powerful player in India’s corporate compliance landscape.
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Two career paths open to every company secretary
A company secretary who joins an organisation as an employee handles that single company’s day-to-day governance, board meetings, and filings. But a company secretary can also choose not to take up employment at all, and instead offer professional services to multiple companies simultaneously, much like a chartered accountant running an independent audit firm. This second category is what the law calls a company secretary “in practice,” and it comes with its own legal definition, licensing requirement, and scope of work.
What the law actually says
The starting point is Section 2(25) of the Companies Act, 2013, which defines a company secretary in practice as one who is deemed to be in practice under Section 2(2) of the Company Secretaries Act, 1980. This is a cross-reference, not a standalone definition, so the real substance lies in the older Act.
Section 2(2) of the Company Secretaries Act, 1980 spells out exactly what counts as “practice.” A member of the Institute of Company Secretaries of India (ICSI) is deemed to be in practice when, in exchange for remuneration, they engage in any of the following, either individually or in partnership with other recognised professionals.
| Category | What it covers |
|---|---|
| General practice | Practising the profession of company secretaryship for or in relation to any company |
| Corporate restructuring | Promotion, formation, incorporation, amalgamation, reconstruction, reorganisation, or winding up of companies |
| Representative services | Filing, registering, presenting, attesting, or verifying documents on behalf of a company; acting as a share transfer agent, issue house, or broker |
| Public holding out | Presenting oneself to the public as a company secretary in practice |
| Professional assistance | Rendering advice or assistance on matters relating to the profession, or any other service the ICSI Council recognises as part of practice |
This list, drawn from an official study material published by IGNOU, is deliberately broad. It was written to keep pace with a profession that has expanded well beyond routine paperwork into advisory and auditing territory.
The certificate of practice: your license to operate
Being an ICSI member alone does not authorise anyone to offer paid company secretarial services. The same IGNOU material notes that under Section 6 of the Company Secretaries Act, 1980, only a member who has obtained a certificate of practice (COP) from the ICSI Council is entitled to practice. Without this certificate, a qualified company secretary can still work as a salaried employee, but cannot legally issue certifications, sign compliance reports, or hold themselves out as a practising professional.
Once granted, the certificate has to be renewed annually, and the ICSI actively regulates how members use their practice status, right down to permitted designations and advertising guidelines. This licensing structure mirrors how chartered accountants and advocates are regulated, and it exists to protect the credibility of every certificate a practising company secretary signs.
Services a practising company secretary can offer
Once licensed, a practising company secretary’s work fans out across several distinct areas. According to the ICSI’s own description of the profession, this includes company formation and incorporation, mergers and amalgamations, winding up procedures, share transfer services, and issuing certificates on a company’s behalf. Many also take up roles as trustees, arbitrators, valuers, or management consultants on matters involving taxation and corporate law.
Secretarial audit: a flagship service
The single most significant addition to this role came with Section 204 of the Companies Act, 2013, which made secretarial audit mandatory for certain classes of companies. Under this provision, a practising company secretary examines a company’s compliance with corporate law and allied regulations, then issues a secretarial audit report that gets annexed to the board’s report. The thresholds that trigger this requirement are specific.
| Class of company | Threshold |
|---|---|
| Every listed company | No threshold; audit is compulsory |
| Public company | Paid-up share capital of ₹50 crore or more |
| Public company | Turnover of ₹250 crore or more |
These figures, prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, mean that mid-sized and large companies cannot avoid engaging a practising company secretary, regardless of whether they already employ one in-house. It is a good example of how the law deliberately creates demand for independent, external verification alongside internal governance staff.
Employee company secretary vs practising company secretary
The two roles overlap in training and qualification but diverge sharply in day-to-day work, accountability, and client relationships.
| Aspect | Company secretary in employment | Company secretary in practice |
|---|---|---|
| Employer relationship | Salaried employee of one company | Independent professional serving multiple clients |
| Certification needed | ICSI membership only | ICSI membership plus certificate of practice |
| Core work | Board meetings, statutory filings, internal governance | Audits, certifications, advisory, incorporation work |
| Accountability | Reports to the board and management | Professionally and legally accountable to ICSI regulations and clients |
Why this distinction matters
For companies, understanding this split affects who they turn to for what. Routine board support usually sits with an in-house secretary, while statutory audits, incorporation work, and certifications under laws like the Companies Act and SEBI regulations require an independent, practising professional. This separation exists precisely so that the person certifying a company’s compliance is not also the person managing its daily operations, which preserves the independence that makes a secretarial audit meaningful.
For students and early-career company secretaries, it shapes a genuine career choice. Practice offers autonomy, variety, and the potential to build a firm, but it also means taking on personal professional liability for every certificate issued. Employment offers stability and a narrower, more predictable scope of work. Neither path is inherently better, but the choice has real consequences for income structure, work-life rhythm, and long-term specialisation.
What do you think? If you were qualifying as a company secretary today, would the independence of practice appeal to you more than the stability of a corporate role, and why might a growing company prefer to engage a practising professional even when it already has an in-house secretary?
References
- https://www.indiacode.nic.in/bitstream/123456789/2114/5/A2013-18.pdf
- https://www.icsi.edu/member/cs-practice/
- https://egyankosh.ac.in/bitstream/123456789/67957/1/Unit-15.pdf
- https://www.indiacode.nic.in/show-data?actid=AC_CEN_22_29_00008_201318_1517807327856§ionId=49130§ionno=204&orderno=208
- https://taxguru.in/company-law/applicability-secretarial-audit-companies-act-2013.html
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