CS careers: in employment and in practice, ACS membership and certificate of practice

Company Secretaryship (CS (ICSI)) · Training and careers · free study notes for exams, placements and interviews

In short

A Company Secretary qualifies by clearing the ICSI Executive and Professional programmes, completing practical training, and then obtaining ACS (Associate Company Secretary) membership of the Institute of Company Secretaries of India, a statutory body under the Company Secretaries Act, 1980. From there two routes open: employment, where the CS is a Key Managerial Personnel under section 203 of the Companies Act, 2013 and signs the annual return and board filings; and practice, where a member holding a Certificate of Practice (CoP) signs secretarial audit reports, annual return certificates and due-diligence opinions as a Practising Company Secretary (PCS). The distinction matters because several certifications are reserved by law for a PCS and are void if signed by an employed member, while employment-side signings are reserved for the company's own CS. This topic is examined in ICSI's Professional Programme (governance, ethics and sustainability; compliance management) and is the standard opening of every CS placement interview and ICSI campus round.

Explained

From student to member: the membership route

Qualification: pass ICSI Foundation (if not exempt), Executive Programme and Professional Programme, and complete the practical training prescribed by ICSI for the relevant syllabus, plus the mandatory training/orientation modules.
Application: apply online for ACS membership giving the pass certificates, training completion certificate and fees; the Council grants membership and allots an ACS number (quoted as "ACS 12345"; the member's CP number is quoted separately).
Two classes of member under the Company Secretaries Act, 1980 — Associate (ACS) on first admission, and Fellow (FCS) on application after the prescribed continuous period of associate membership (five years, subject to the Council's conditions). FCS is a seniority distinction, not an extra professional power: an ACS and an FCS in practice can sign the same certificates.
Annual membership fee is payable each year on 1 April; non-payment leads to the name being removed from the Register of Members, and restoration requires application and arrears. Fee amounts are revised by the Council from time to time.
Register of Members is maintained by ICSI under the Act; membership can be removed for non-payment, on request, on death, or on a finding of professional or other misconduct under the First and Second Schedules.
CSBF (Company Secretaries Benevolent Fund) life membership is a voluntary welfare subscription, not a condition of membership.

Certificate of Practice — what it is and what it allows

A member who wishes to practise (hold out as a CS in practice, accept professional work for a fee from the public) must obtain a Certificate of Practice from ICSI; the CoP is applied for with the prescribed form and annual fee and is renewable annually along with the membership fee.
"In practice" under the Company Secretaries Act, 1980 covers engagement in the practice of the profession of company secretaries — appearing before tribunals and authorities where permitted, certifying documents, giving professional opinions, secretarial audit, and incidental services such as advisory and representation.
Employment and CoP do not mix. A member in full-time employment cannot hold a CoP for private practice; the Council's guidelines restrict a CoP holder from being engaged in any other business or occupation except with the Council's permission (general permission exists for certain activities — teaching up to limited hours, being a director simpliciter, editorship, authorship, partnership in a firm of practising professionals). Part-time employment and salaried service are generally impermissible for a CoP holder.
Firm structures: a PCS may practise as a sole proprietor, a partnership of PCSs, a multi-disciplinary partnership/LLP with other prescribed professionals as permitted by ICSI's rules, or a One Person Company-style arrangement is not available for professional practice. Firm names must be approved by ICSI.
Peer review of PCS firms is run by ICSI's Peer Review Board; UDIN (Unique Document Identification Number) must be generated on ICSI's portal for prescribed certifications and attestations — it is the institute's control against fake certificates.
Post-qualification certifications and certificate courses offered by ICSI (for example certifications in CSR, treasury and forex, or insolvency-related courses) add specialisation; they do not substitute for the CoP. Separately, CSAS-1 to CSAS-4 are ICSI's Auditing Standards — audit engagement, audit process, forming of opinion and secretarial audit — which a PCS follows when conducting a secretarial audit; they are standards, not examinations.

Reserved signings — the legal basis of each career

Employment side (only the company's own CS, an employee, can do these):

Section 203, Companies Act, 2013 — a company secretary is Key Managerial Personnel. Every listed company and every other public company with paid-up share capital of ₹10 crore or more must have a whole-time CS. The Companies (Appointment and Remuneration of Managerial Personnel) Rules additionally require a whole-time CS for companies whose paid-up share capital is ₹10 crore or more (the rule-based threshold has been amended over time and applies to specified classes — quote the Rule, and the current threshold from the latest amendment, rather than a remembered figure).
Section 205 — functions of the CS: to report to the Board on compliance, to ensure compliance with applicable Secretarial Standards (SS-1 on board meetings and SS-2 on general meetings are the ones made mandatory through section 118(10); SS-3 on dividend and SS-4 on the board's report are ICSI standards of a recommendatory character), and to discharge other duties prescribed.
Section 92 — the annual return in Form MGT-7 is signed by a director and the company secretary; where there is no CS, by a PCS.
Section 118(10) — minutes and meeting process must follow Secretarial Standards; the CS is the custodian of minutes and statutory registers.
Section 170/184/189 — registers of directors, disclosures of interest, register of contracts, maintained by the CS.
Appointment and removal of a CS are by Board resolution; the CS is an officer and officer in default under section 2(59)/2(60) and so carries personal liability for defaults.

Practice side (only a member holding a CoP can do these):

Section 204 — Secretarial Audit. Every listed company and every public company with paid-up share capital ₹50 crore or more, or turnover ₹250 crore or more, and (by rule) companies having outstanding loans/borrowings from banks or public financial institutions of ₹100 crore or more, must annex a Secretarial Audit Report in Form MR-3 given by a PCS. SEBI LODR Regulation 24A extends secretarial audit and an annual secretarial compliance report to listed entities and their material unlisted Indian subsidiaries.
Section 92(2) — certification of the annual return in Form MGT-8 by a PCS for listed companies and companies with paid-up capital ₹10 crore or more or turnover ₹50 crore or more.
Pre-certification of e-forms filed with the ROC on MCA21, as prescribed in the Companies (Registration Offices and Fees) Rules.
Signing of annual return where the company has no CS; certification under SEBI regulations (reconciliation of share capital audit under the Depositories Regulations, certificates under LODR Regulation 40(9)/(10) on transfer of securities). The Regulation 7(3) compliance certificate is not PCS work — it is signed by the listed entity's compliance officer together with the share transfer agent..
Representation/appearance: before the NCLT and NCLAT (section 432, Companies Act, 2013), the SAT, the Competition Commission, the RD and ROC, consumer fora, and as an authorised representative before certain tribunals; a PCS can be registered as an Insolvency Professional after the IBBI examination and registration, and can be a GST practitioner and a registered valuer (securities or financial assets) subject to the respective registration rules.
Independent director, Registrar of Members work, scrutinizer at general meetings and e-voting (Rule 20/21 of the Companies (Management and Administration) Rules — a PCS is a common choice as scrutinizer).

Careers in employment: roles, grades and sectors

Entry roles: Management Trainee / Executive — Secretarial; Assistant Company Secretary; Compliance Executive. Work is board-meeting logistics and minutes, ROC filings on MCA21 (AOC-4, MGT-7, DIR-12, PAS-3, CHG-1), statutory registers, shareholder correspondence and the annual report compliance section.
Mid roles: Company Secretary and Compliance Officer of a listed entity (SEBI LODR Regulation 6 makes a qualified CS the compliance officer), Deputy CS, Manager — Legal & Secretarial, Governance & Risk Analyst.
Senior roles: Group Company Secretary, Head of Corporate Governance, Chief Compliance Officer, General Counsel (with a law degree), director-level secretarial roles in conglomerates.
Adjacent roles the qualification opens: SEBI/stock-exchange compliance in merchant banks, RTA (registrar and transfer agent) operations, FEMA and RBI reporting (FC-GPR, FC-TRS on the RBI FIRMS portal), insolvency and restructuring teams, ESG and BRSR reporting, legal-contract management, company-formation and corporate-services firms, LPOs/KPOs, banking and insurance compliance, PSU secretarial departments (DPE guidelines), and academia/ICSI itself.
Sectors hiring in India: listed manufacturing and IT majors, banks and NBFCs, insurance, consulting and Big Four-type governance practices, start-ups past the funding stage (CS needed for Companies Act compliance and investor conditions), PSUs via their own recruitment exams.
Employment compensation (indicative Indian ranges, vary widely by city, listing status and whether the employer is a PCS firm, corporate or PSU): a fresher ACS typically ₹4.5–8 lakh p.a. in a corporate, lower in small PCS firms; 3–6 years ₹9–18 lakh; a listed-company CS with 10+ years ₹25 lakh to well over ₹1 crore in large groups. ICSI publishes campus-placement median figures each year; treat any single number as indicative only.

Careers in practice: setting up and earning

Steps to start practice: become a member (ACS) → apply for CoP with the prescribed form and fee → get the firm name approved by ICSI → register the firm, obtain PAN/TAN, GST registration (professional services are taxed at 18% GST; registration is required once turnover crosses the services threshold of ₹20 lakh, ₹10 lakh in specified special-category states) → open a professional bank account → maintain the register of attestations and generate UDIN for prescribed certificates → comply with ICSI's fee guidelines and the Code of Conduct.
Revenue lines: retainer-based compliance for a portfolio of private companies and LLPs; secretarial audit of listed clients; MGT-8 certification; pre-certification of e-forms; incorporation and start-up structuring; FEMA/ODI filings; due diligence for lenders and investors; search and status reports on charges; NCLT litigation support; scrutinizer assignments; IBC assignments if registered as an IP; trademark filings; ESOP and buy-back procedural work; mergers under section 233 (fast-track) and section 230-232 schemes.
Fee basis: ICSI issues recommended minimum fee guidelines for professional work (city-class based); actual fees are negotiated. Fees for incorporation of a private company commonly run from a few thousand rupees upward depending on inclusions; secretarial audit of a mid-size listed company typically runs in lakhs per annum. Treat published scales as recommendatory, not statutory.
Advantages of practice: independence, unlimited upside, multi-client exposure, recognition as an auditor/certifier, no single-employer risk, ability to build a transferable firm.
Limitations of practice: no fixed salary in the early years, client-acquisition dependence, personal liability for a wrong certificate (section 448 false statement, 447 fraud, ICSI disciplinary action, SEBI/ROC adjudication), the cost of staff and software, and a bar on other employment.
Advantages of employment: steady income and benefits, a seat at the board table, structured learning in one business, promotion into general management.
Limitations of employment: cannot certify for third parties, "officer in default" exposure for the company's defaults, and limited exit flexibility within a narrow function.

Professional conduct, liability and continuing requirements

First Schedule and Second Schedule of the Company Secretaries Act, 1980 list acts of professional and other misconduct (sharing fees with a non-member, soliciting clients or advertising beyond permitted limits, certifying without examining records, gross negligence, failing to disclose a material fact). The Disciplinary Directorate, Board of Discipline and Disciplinary Committee handle complaints; penalties include reprimand, removal of name and fines.
Advertisement: ICSI's guidelines permit a restrained website and listing but prohibit solicitation and tombstone-style advertising; a member cannot use designations other than those permitted.
CPE / PDP hours: members (particularly CoP holders) must earn the prescribed programme credit hours per year under ICSI's guidelines; shortfalls can affect eligibility for certain assignments such as peer-reviewed work and secretarial audit panels.
Secretarial Standards SS-1 to SS-4 (board meetings, general meetings, dividend, board's report): SS-1 and SS-2 are mandatory in substance through section 118(10) for meetings, while SS-3 and SS-4 are recommendatory — and the link between the CS's duty and the Act is the examiner's favourite.
Caps on assignments: ICSI guidelines cap the number of secretarial audits a PCS/firm may accept per partner per financial year (a numerical ceiling fixed by Council guidelines, revised from time to time — state that a cap exists and that it is per partner rather than quoting a figure you are unsure of). Similar guidelines govern signing of annual returns.
Independence: a PCS cannot do the secretarial audit of a company where the member or the firm has a conflicting interest (employment, holding of securities beyond permitted limits, indebtedness), mirroring the auditor-independence logic of section 141 for statutory auditors.

Key points

ACS - Associate member of ICSI, granted after passing the Professional Programme and completing prescribed practical training; the base qualification for both careers.
FCS - Fellow member, granted after the prescribed continuous associate membership (five years) and Council conditions; seniority only, no extra statutory powers.
Certificate of Practice - the annual authorisation from ICSI without which a member cannot practise, certify or charge professional fees to the public.
Company Secretaries Act, 1980 - the statute creating ICSI, the Register of Members, the classes of membership, "member in practice" and the misconduct Schedules.
Section 203, Companies Act, 2013 - makes a whole-time CS a Key Managerial Personnel for listed companies and specified other companies.
Section 205 - statutory functions of the CS: board compliance reporting and compliance with Secretarial Standards.
Section 204 - secretarial audit in Form MR-3, which only a PCS can issue; mandatory for listed companies and public companies above the paid-up capital/turnover/borrowing thresholds.
Section 92 - annual return in MGT-7 signed by a director and the company's CS; MGT-8 certification by a PCS for larger companies.
SEBI LODR Regulation 6 - the compliance officer of a listed entity must be a qualified company secretary; Regulation 24A mandates secretarial audit and the annual secretarial compliance report.
UDIN - unique number generated on the ICSI portal for prescribed certifications, to authenticate the signing member.
Peer review - ICSI's quality check on PCS firms; a peer-reviewed certificate is required for some listed-company assignments.
Officer in default - sections 2(59)/2(60) make an employed CS personally liable for company defaults, which is the main risk of the employment route.
No dual role - a CoP holder cannot be in salaried employment, and an employed CS cannot certify for outside clients; permission of the Council is needed for other occupations.
Representation rights - a PCS may appear before the NCLT/NCLAT (section 432), SAT, CCI, ROC and RD, and may register as an insolvency professional, registered valuer or GST practitioner.
Scrutinizer - a PCS is commonly appointed to scrutinise poll and e-voting results at general meetings under the Management and Administration Rules.
Professional misconduct - advertising, fee-sharing with non-members, certifying without examining records; adjudicated by ICSI's Board of Discipline and Disciplinary Committee.
Annual compliance of a member - membership fee on 1 April, CoP renewal, CPE hours, UDIN discipline and the assignment caps.
Multi-disciplinary firms - permitted with prescribed professions under ICSI rules, with ICSI-approved firm names.

Formulas and examples

Secretarial audit applicability (section 204 + rules): listed company → YES; or public company with paid-up share capital ≥ ₹50 crore; or public company with turnover ≥ ₹250 crore; or any company with outstanding loans/borrowings from banks/PFIs ≥ ₹100 crore → YES. Private company below all limits → NO (unless the borrowing limb applies).
MGT-8 certification (section 92(2) + rules): listed company; or paid-up share capital ≥ ₹10 crore; or turnover ≥ ₹50 crore → annual return must be certified by a PCS.
Whole-time KMP company secretary (section 203 + Rule 8/8A): every listed company and every other public company with paid-up share capital ≥ ₹10 crore must appoint a whole-time CS (the rule-based class and threshold have been amended; apply the current Rule text).
Net professional income (practice) = Gross fees − (staff cost + rent + software/portal fees + ICSI fees + travel) ; GST at 18% is collected on the client and is not income.
Practice break-even fee volume = Fixed monthly cost ÷ average net margin per assignment.

Example 1 — Is secretarial audit required? Sunrise Pipes Ltd (unlisted public company): paid-up share capital ₹42 crore, turnover ₹190 crore, term loans outstanding from a bank ₹130 crore.

Capital ₹42 crore < ₹50 crore → limb not met.
Turnover ₹190 crore < ₹250 crore → limb not met.
Borrowings ₹130 crore ≥ ₹100 crore → limb met.
Answer: secretarial audit under section 204 is required, report in Form MR-3 by a PCS, annexed to the Board's report. A single limb is enough — the tests are alternative, not cumulative.

Example 2 — Who signs what in one company? Meridian Chemicals Ltd, listed, paid-up capital ₹120 crore, turnover ₹900 crore, has an employed CS (ACS, no CoP).

Document	Signed/certified by	Provision
Annual return MGT-7	A director and the employed CS	s.92(1)
Certificate MGT-8 on the annual return	An outside PCS (capital ≥ ₹10 crore)	s.92(2)
Secretarial audit report MR-3	An outside PCS (listed)	s.204
Annual secretarial compliance report	A PCS	LODR Reg. 24A
Compliance officer intimations to the exchange	The employed CS as compliance officer	LODR Reg. 6

Conclusion: the employed CS cannot sign MR-3 or MGT-8 for their own employer; that work must go to a practising member. The two careers are complementary, not interchangeable.

Example 3 — Practice economics in year one A new PCS in Pune: 30 retainer clients at ₹4,000 per month, 25 incorporations at ₹12,000 each in the year, 2 secretarial audits at ₹1,50,000 each, plus ₹1,80,000 of miscellaneous filings.

Retainers = 30 × 4,000 × 12 = ₹14,40,000
Incorporations = 25 × 12,000 = ₹3,00,000
Secretarial audits = 2 × 1,50,000 = ₹3,00,000
Miscellaneous = ₹1,80,000
Gross fees = 14,40,000 + 3,00,000 + 3,00,000 + 1,80,000 = ₹22,20,000
Costs: two assistants at ₹25,000 per month = ₹6,00,000; rent ₹18,000 per month = ₹2,16,000; software, portal and ICSI fees ₹1,20,000; travel and other ₹84,000 → total ₹10,20,000
Net professional income = 22,20,000 − 10,20,000 = ₹12,00,000 (₹1 lakh per month). GST of 18% on ₹22,20,000 = ₹3,99,600 is collected from clients and paid to the government — not part of income.
Fixed monthly cost = 10,20,000 ÷ 12 = ₹85,000, which the 30 retainers (₹1,20,000 per month) alone already cover.

Example 4 — Employment versus practice over five years

Year	Employment (corporate CS, 10% annual rise)	Practice (net income, growing)
1	₹6,00,000	₹3,00,000
2	₹6,60,000	₹6,00,000
3	₹7,26,000	₹10,00,000
4	₹7,98,600	₹15,00,000
5	₹8,78,460	₹22,00,000

Five-year total: employment = 6,00,000 + 6,60,000 + 7,26,000 + 7,98,600 + 8,78,460 = ₹36,63,060; practice = 3,00,000 + 6,00,000 + 10,00,000 + 15,00,000 + 22,00,000 = ₹56,00,000.
Practice overtakes employment in year 3 in this illustration and ends 53% ahead in cumulative terms — but employment's figures are contractual while practice's are not. The numbers are illustrative of the shape of the two curves, not a forecast.

Example 5 — Eligibility and conduct check Ms R is an ACS working full time as Assistant CS in a listed company, and wants to certify MGT-7 for her brother's private company for a fee.

She has no CoP → she is not a "member in practice".
Certifying for a fee while in employment is professional misconduct under the First Schedule, and the certificate carries no statutory value.
Correct course: either resign and obtain a CoP, or refer the work to a PCS. Note also that MGT-8 would not apply to a small private company; the brother's company needs no PCS certificate at all, only the signature required by section 92(1) — and if the company is a small company or an OPC, the proviso to section 92(1) lets a director sign where there is no company secretary, so no PCS is needed at all; in other companies without a CS, a PCS signs the return.

Where it is used

Listed companies — the CS as compliance officer under LODR Regulation 6 runs board calendars, disclosures under Regulation 30, insider-trading code administration under PIT Regulations, and exchange filings; Tata, Infosys, HDFC Bank-type secretarial departments are staffed almost entirely by ACS/FCS members.
PCS firms and corporate-services providers — secretarial audit, pre-certification, incorporations, FEMA filings, due diligence for bank consortium lending; large practices serve dozens of listed clients.
Banks, NBFCs and insurers — compliance departments where RBI/IRDAI reporting sits alongside Companies Act compliance; CS qualification is a listed preference in many such recruitments.
Start-ups and PE/VC-funded companies — ESOP administration, rights issues and private placements (section 42, Form PAS-3), investor-agreement compliance and board governance before an IPO.
Tribunal and insolvency practice — representation before NCLT/NCLAT under section 432; PCS members registered as insolvency professionals with IBBI run CIRPs and liquidations.
PSUs and academia — secretarial departments of central and state PSUs under DPE guidelines, and ICSI's own academic, examination and regional-council roles.

Interview questions

Q: What exactly is the difference between a member in employment and a member in practice? A: A member in employment is the company's own officer and KMP who signs its filings under sections 92 and 205; a member in practice holds a Certificate of Practice, serves outside clients for a fee and alone can issue MR-3, MGT-8 and other reserved certifications.
Q: Can one person hold a job and a Certificate of Practice at the same time? A: No — ICSI's guidelines bar a CoP holder from salaried employment or other business except with Council permission; general permission covers only limited activities such as being a director simpliciter or limited teaching.
Q: Which companies must appoint a whole-time company secretary? A: Under section 203 and the Managerial Personnel Rules, every listed company and every other public company with paid-up share capital of ₹10 crore or more; the rule-based class and threshold have been amended over time, so the current Rule text governs.
Q: Who can conduct a secretarial audit, and for which companies? A: Only a PCS, for every listed company and every public company with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore, and companies with bank/PFI borrowings ≥ ₹100 crore; the report is in Form MR-3 annexed to the Board's report.
Q: Can the employed CS of a listed company sign its own secretarial audit report? A: No. Section 204 requires a company secretary in practice, and independence rules prevent an employee from auditing the employer; doing so would be misconduct and the report invalid.
Q: What is the difference between MGT-7 and MGT-8? A: MGT-7 is the annual return itself, signed by a director and the company's CS; MGT-8 is a PCS's certificate on the correctness of that return, required for listed companies and companies above the capital/turnover limits.
Q: What is UDIN and why was it introduced? A: A Unique Document Identification Number generated on ICSI's portal for prescribed certifications; it lets regulators verify that a certificate was genuinely issued by the named member and curbs forged certificates.
Q: How does a CS become a Fellow? A: By applying to ICSI after the prescribed continuous period as an associate (five years) and meeting the Council's conditions and fees; FCS confers seniority, not additional statutory signing powers.
Q: What liability does an employed CS carry? A: As an officer and officer in default under sections 2(59) and 2(60), the CS is personally liable for the company's statutory defaults, and can face penalties under the Companies Act, SEBI regulations and ICSI's disciplinary process.
Q: Where can a PCS appear as a representative? A: Before the NCLT and NCLAT under section 432 of the Companies Act, 2013, and before the SAT, CCI, RD, ROC and certain other authorities as their rules allow.
Q: If a private company has no company secretary, who signs its annual return? A: A director signs, and where there is no CS the annual return is signed by a company secretary in practice; for a small company, the return may be signed by the company secretary or, where there is none, by a director.
Q: Name two things that would get a PCS disciplined. A: Soliciting clients or advertising in breach of ICSI guidelines, and certifying a document without examining the underlying records — both listed as misconduct in the Schedules to the Company Secretaries Act, 1980.

Common mistakes

Treating the secretarial audit thresholds as cumulative — they are alternative limbs; meeting any one triggers section 204.
Confusing section 203 (appointment of the CS as KMP, an employment requirement) with section 204 (secretarial audit, a practice assignment).
Saying an ACS can certify MGT-8 or MR-3 — only a member holding a Certificate of Practice can, regardless of ACS or FCS status.
Believing FCS brings extra signing powers; it is only a class of membership based on standing.
Mixing up MGT-7 (the return), MGT-8 (PCS certificate), MR-3 (secretarial audit report) and AOC-4 (financial statements filing).
Forgetting that membership and CoP need annual renewal — lapse means the name is removed and certificates signed thereafter are invalid.
Quoting one remembered salary or fee figure as "the" CS package; ICSI's recommended fee scales are recommendatory and placement figures vary by city, listing status and employer type.