Company Secretary in India: Role, Duties and How to Become One
A Company Secretary (CS) in India is a member of the Institute of Company Secretaries of India (ICSI) who keeps a company compliant with company law and advises its board on governance. Under Section 203 of the Companies Act, 2013 and Rules 8 and 8A of the managerial personnel rules, every listed company and every other company with paid-up share capital of ₹10 crore or more must have a whole-time Company Secretary (ICSI recruiters' notice, July 2026). To become one, you pass ICSI's CS course (CSEET, CS Executive and CS Professional), complete its compulsory training and enrol as a member of ICSI.
Key points
- The duties of a company's Company Secretary are listed in Section 205 of the Companies Act, 2013: compliance reports to the board, secretarial standards, meetings and minutes, approvals and representing the company before regulators.
- A Company Secretary in practice needs a Certificate of Practice from ICSI and cannot hold a job at the same time.
- Secretarial audits of listed and larger companies can only be signed by a Company Secretary in practice.
- ICSI had 79,131 members on 31 March 2026, of whom 11,689 were in practice.
What "Company Secretary" means in Indian law
Two Acts define the term:
- The Company Secretaries Act, 1980, Section 2(1)(c): "Company Secretary" means "a person who is a member of the Institute". The same Act set up ICSI to regulate the profession; ICSI works under the Ministry of Corporate Affairs (ICSI's About page). Members are either Associates or Fellows (Section 5).
- The Companies Act, 2013, Section 2(24): a company secretary is a member of ICSI "who is appointed by a company to perform the functions of a company secretary" under the Act. Section 2(51) lists the company secretary among a company's key managerial personnel (KMP), with the CEO or managing director, whole-time directors and the CFO.
So the title "Company Secretary" belongs to ICSI members. The Institute itself, its Council and regional offices are covered in our guide to the Institute of Company Secretaries of India.
What a Company Secretary does
Section 205 of the Companies Act, 2013, read with Rule 10 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, lists the functions of a company's Company Secretary (as set out in ICAI's Corporate and Economic Laws study material, 2025):
- Report to the board on the company's compliance with the Companies Act, its rules and other laws that apply to the company.
- Make sure the company follows the applicable secretarial standards.
- Guide the directors, together and individually, on their duties, responsibilities and powers.
- Help convene board, committee and general meetings, attend them and keep their minutes.
- Obtain approvals from the board, shareholders, the government and other authorities under the Act.
- Represent the company before regulators and other authorities under the Act.
- Assist the board in running the company's affairs and in following good corporate governance practices.
- Carry out other duties set by the Act or its rules, or assigned by the board.
The secretarial standards are issued by ICSI and approved by the Central Government. The two in force under Section 118(10) are SS-1 on board meetings and SS-2 on general meetings. Section 205(2) adds that none of this reduces the duties of the board, the chairperson or the managing director.
Which companies must appoint a Company Secretary
| Company | Requirement | Rule |
|---|---|---|
| Every listed company | Whole-time key managerial personnel, including a Company Secretary | Section 203 with Rule 8 |
| Every other public company with paid-up share capital of ₹10 crore or more | Whole-time key managerial personnel, including a Company Secretary | Section 203 with Rule 8 |
| Any other company (such as a private company) with paid-up share capital of ₹10 crore or more | A whole-time Company Secretary | Rule 8A |
The board appoints a whole-time KMP by board resolution, and a whole-time KMP cannot hold office in more than one company at a time, except in a subsidiary. If the post falls vacant, the board must fill it within six months (Section 203(2) to (4), per ICAI's study material). Smaller companies are not covered by these rules, but they still have filings to make and often use a Company Secretary in practice for them.
Working in a company or in practice
A qualified Company Secretary takes one of two routes:
- In employment: you work for one company as its Company Secretary or in its secretarial, legal or compliance team.
- In practice: you offer services to many clients. The Company Secretaries Act, Section 2(2), counts work such as filing and attesting documents as a company's authorised representative, secretarial audit and consultancy, issuing certificates for companies and advising on company and securities law (ICSI's Member page). You need a Certificate of Practice from ICSI before you practise (Section 6(1)), and you can get one only if you are not in employment. Members who enter practice on or after 1 April 2023 must first complete ICSI's PCS Orientation Programme.
One task belongs only to practising members. Under Section 204 of the Companies Act, a secretarial audit report (Form MR-3) must be given by a Company Secretary in practice. It is required for every listed company, every public company with paid-up share capital of ₹50 crore or more or turnover of ₹250 crore or more, and every company with outstanding loans or borrowings of ₹100 crore or more from banks or public financial institutions (ICAI study material).
ICSI's Annual Report 2025-26 gives 79,131 members on 31 March 2026, of whom 11,689 held a Certificate of Practice. The kinds of posts companies, banks and public sector employers advertise, and where they are listed, are in our guide to Company Secretary jobs in India.
How to become a Company Secretary in India
ICSI runs the whole qualification: its exams, its training and its membership. The order is:
| Step | What it involves | Source |
|---|---|---|
| 1. CSEET (entrance test) | Open to Indian nationals who have passed or are appearing in Class 12 (10+2) or equivalent. Held three times a year, in the first week of February, June and October. A one-day Student Induction Programme (SIP) comes before you enrol for the exam. | Student Services FAQs (18 Sep 2026); Training Guidelines 2024 |
| 2. CS Executive | 7 papers in two groups. A Three Days Orientation Programme (TDOP) follows registration. | Student Services FAQs; Training Guidelines 2024 |
| 3. EDP and long-term training | After passing Executive: a 30-day Executive Development Programme (15 days online, 15 in a classroom), then 21 months of long-term training with a practising Company Secretary, a company or another eligible entity. | Training Guidelines 2024 |
| 4. CS Professional | 7 papers in two groups, including two electives. | ICSI Professional Programme page |
| 5. CLDP and membership | A 30-day Corporate Leadership Development Programme after passing Professional, the EDP and the 21 months of training. ICSI now awards the Associate membership number on the last day of CLDP Phase II. | Training Guidelines 2024; Annual Report 2025-26 |
You can skip CSEET and register directly for CS Executive if you are a graduate or post-graduate, a final-year undergraduate (provisional registration), an ICAI Intermediate or ICMAI Final pass student, a CS Foundation pass student, or a student of a recognised five-year integrated programme who has passed or is appearing in the sixth semester (Student Services FAQs, 18 Sep 2026). ICSI's CSEET FAQs word the CA condition differently, so confirm it on ICSI's registration page before you apply.
Our guide to the CS course: levels, eligibility, papers and training lists every paper, the CSEET pattern, exam months and registration cut-offs.
Where you can study
The CS qualification comes only from passing ICSI's exams and completing its training, whichever college or coaching class you prepare with. You do not need a commerce background: ICSI's CSEET eligibility asks for Class 12 (10+2) or equivalent and names no stream (Student Services FAQs).
Is a career as a Company Secretary right for you?
In our view, CS suits people who like law, drafting and the detail of how companies are run. Six of the seven CS Executive papers are law papers; the seventh is Corporate Accounting and Financial Management. CS Professional adds papers on governance, compliance and audit, drafting, corporate finance and restructuring. The day-to-day work, as Section 205 shows, is about meetings, minutes, approvals, dealing with regulators and advising directors.
Skills that help, in our experience:
- Attention to detail: board minutes, filings and certificates have to be exact.
- Organisation and time management: compliance deadlines run all year, and missing one can mean penalties.
- Clear communication: you brief directors, senior managers, regulators and shareholders.
- Sound judgement: you often have to advise the board when legal requirements and business plans pull in different directions.
You can build all of these during the course and the 21 months of training.
Frequently Asked Questions
Can a Chartered Accountant get exemptions in the CS course?
A CA student who has passed ICAI Intermediate can skip CSEET and register straight for CS Executive (ICSI Student Services FAQs, 18 Sep 2026). Paper-wise exemptions are a different matter: under Syllabus 2022, ICSI's list of qualifications that earn exemptions has only two entries, an LL.B. with 50% or more and the ICMAI Final. CA is not on it, so CA students sit all the Executive and Professional papers.
Is a Chartered Secretary the same as a Company Secretary?
In India the professional title is Company Secretary. Chartered Secretary is the name of ICSI's monthly journal, launched in 1971 (ICSI Annual Report 2025-26).
Sources
- The Company Secretaries Act, 1980 (ICSI copy, as amended up to 2011) icsi-static.b-cdn.net
- ICAI: Corporate and Economic Laws, Self-Paced Online Module Set A, Chapter 2 (Appointment and Remuneration of Managerial Personnel), September 2025 edition resource.cdn.icai.org
- ICSI: Notification for Registration of Recruiters for ICSI Mega Placement Drive - I, July 2026 icsi-static.b-cdn.net
- ICSI: About the ICSI (page updated 6 Aug 2026) icsi.edu
- ICSI: Member page (Certificate of Practice) icsi.edu
- ICSI: 46th Annual Report 2025-26 (Gazette of India, 22 Sep 2026) icsi-static.b-cdn.net
- ICSI: Student Services FAQs (updated 18 Sep 2026) icsi-static.b-cdn.net
- ICSI: FAQs on Restructured CSEET icsi-static.b-cdn.net
- ICSI: Student Training Guidelines 2024 icsi-static.b-cdn.net
- ICSI: Professional Programme icsi.edu
- ICSI: Paper-wise exemption on the basis of higher qualifications (Syllabus 2022) icsi-static.b-cdn.net