What do Company Secretaries Actually Do? Roles, Responsibilities and Remuneration
In India, the profession of Company Secretaries is governed by the Company Secretaries Act, 1980, which led to the formation of the Institute of Company Secretaries of India (ICSI)

What do Company Secretaries – Company Secretaries – Company Secretaries Actually Roles – taxscan
What do Company Secretaries – Company Secretaries – Company Secretaries Actually Roles – taxscan
When someone says “Company Secretary,” the first image that pops into many people’s minds is of someone taking notes at board meetings or filing documents. But the real scope of what a Company Secretary (CS) does is far more expansive, complex, and critical to the functioning of any serious business entity. As a third-year BBA-LL.B (Hons) student, I’ve noticed many of my friends pursue CS alongside law.
At first, I wondered why but after diving into their syllabus and seeing the overlap with subjects like corporate law, governance, and compliance, it started to make perfect sense.
So, what exactly do Company Secretaries do? Why is this profession governed by its own Act? And most importantly, is the profession still relevant in today’s era of automation and fast-paced startups?
Let’s unpack this.
The Backbone: Legal Recognition and Institutional Oversight
In India, the profession of Company Secretaries is governed by the Company Secretaries Act, 1980, which led to the formation of the Institute of Company Secretaries of India (ICSI). This is not just a professional certification body, it's a statutory institution under the Ministry of Corporate Affairs. The ICSI is responsible for developing, regulating, and maintaining the standards of the profession, from examination and training to post-qualification support.
Additionally, the Companies Act, 2013 lays down clear mandates for the appointment and roles of Company Secretaries in companies, particularly those that meet certain capital thresholds.
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A 360-Degree Role: What CS Professionals Actually Do
Far from being just corporate scribes, Company Secretaries act as the nerve centre for legal, governance, and regulatory operations in a company. Their areas of involvement span multiple dimensions:
1. Legal Compliance and Corporate Governance
A CS is primarily the compliance officer of a company. They ensure adherence to the Companies Act, SEBI regulations, FEMA, and more. They keep the board informed of their legal obligations and ensure the company doesn’t fall foul of regulatory watchdogs.
On the governance side, they act as a watchdog and adviser, helping promote transparency, accountability, and ethical functioning. They also assist in drafting policies and codes of conduct aligned with best governance practices.
2. Secretarial Functions
This includes maintaining statutory registers, drafting meeting agendas, recording minutes, and ensuring the legality of board and general meetings. CS professionals are the ones who make sure corporate decisions are documented and legally defensible.
3. Taxation and Financial Reporting
While they are not accountants per se, Company Secretaries play a supporting role in tax planning, filing returns, and even managing tax audits. They often work in sync with finance teams to ensure smooth statutory and regulatory financial disclosures.
4. Strategic Advisory and Corporate Planning
CS professionals are often seen in the boardroom not just as legal advisors but also as strategic planners offering inputs on mergers, acquisitions, restructuring, and business policy decisions. Their understanding of regulatory frameworks makes them valuable during cross-border transactions and fundraising activities.
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5. Representation and Liaison Work
One of the more underrated yet vital aspects of their job is acting as a liaison between the company and regulatory bodies like the Registrar of Companies (ROC), SEBI, NCLT, and other quasi-judicial authorities. In some matters, they even represent the company before these bodies, making them de-facto legal representatives.
Beyond the Basics: Niche Areas of Expertise
In addition to their core responsibilities, Company Secretaries are also well-versed in:
- Share capital management: Including issue, allotment, transfer, and buy-back of shares.
- Foreign collaborations and joint ventures: Assisting in international compliance.
- Intellectual property rights (IPRs): Advising on protection and licensing.
- Arbitration and conciliation: Serving as mediators or advisors in commercial disputes.
- CSR and sustainability governance: Ensuring compliance with CSR mandates under the Companies Act.
Evolving Roles in a Digital Age
Modern CS professionals are not restricted to physical filings or only traditional legal work. With digitalisation of corporate processes, they are now required to:
- Conduct board meetings via video conferencing
- Maintain statutory records electronically
- Ensure cyber law compliance
- Deal with international trade regulations including WTO norms and TRIPs
This digital integration means Company Secretaries need to stay tech-savvy alongside legally sound.
How Much Do Company Secretaries Earn? A Look at Remuneration
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Remuneration for CS professionals varies significantly based on factors like city class (A, B, or C), nature of assignment, and experience. Here’s a rough breakdown based on ICSI’s recommended fee structure:
1. Incorporation and Filing Fees
- Name approval application: Rs.4,000 to Rs.8,000
- Pvt. Ltd. incorporation: Rs.18,000 to Rs.35,000
- Public Ltd. incorporation: Rs.30,000 to Rs.65,000
2. Routine Secretarial Work
- Drafting MOA/AOA: Rs.8,000 to Rs.15,000
- Annual Return filing: Rs.5,000 to Rs.10,000
- Statutory register and minutes preparation: Fee varies based on complexity
3. Certification and Audits
- Certification (e.g., annual returns): Rs.8,000 to Rs.15,000
- Tax audit: Rs.22,000 to Rs.40,000
- Review of TDS compliance: Rs.12,000 to Rs.25,000
- Transfer pricing audit: Charges based on time and complexity
4. Retainer and Event-Based Charges
- Retainership (monthly): Rs.10,000 to Rs.20,000
- Event-based (AGM, EGM): Rs.5,000 to Rs.8,000 per event
It is important to note that CS professionals working full-time in large corporations or MNCs may earn salaries upwards of Rs.10 to Rs.15 lakh per annum, while those in practice have flexible earning potential based on clientele and service range. Also it is important to note that the minimum recommended fee will vary according to cities like it will be higher in Class A Cities, slightly less in Class B Cities and even less in Class C Cities.
Why Law Students Are Drawn to CS
As someone surrounded by peers doing both law and CS, I can vouch for the synergy between these disciplines. The CS syllabus includes company law, securities law, arbitration, and governance subjects that law students are already exposed to. Many find that pursuing CS adds a specialised edge to their legal career, particularly in corporate and compliance roles.
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However, it is important to be aware of a crucial legal restriction: under current professional ethics and regulations in India, a person cannot simultaneously practice as a lawyer and as a Company Secretary in full-time practice. The Bar Council of India prohibits advocates from engaging in any other full-time profession or employment. Similarly, a CS in full-time practice cannot be a registered advocate. This means that although one can hold both qualifications, you must choose to practice either as a lawyer or as a Company Secretary, not both at the same time.
Despite this restriction, many law students still pursue the CS qualification to enhance their academic depth, career flexibility, and long-term growth opportunities. Even if they don’t enter full-time CS practice, the knowledge gained is incredibly valuable in corporate litigation, regulatory consulting, and M&A advisory roles.
And in an era where businesses are constantly monitored for governance failures and regulatory breaches, CS professionals with or without a law background are more relevant than ever.
Conclusion: More Than Just Minutes and Meetings
The Company Secretary is not just a rulebook-carrying compliance clerk. They are strategists, legal advisors, governance advocates, and corporate communicators all rolled into one. From start-up founders incorporating their first venture to Fortune 500 boards navigating acquisitions, a good CS is indispensable.
In a complex regulatory environment like India’s, their role is only becoming more critical. Whether you are a budding entrepreneur, a law student eyeing a niche practice, or someone simply curious about the real movers behind corporate India the Company Secretary is a figure worth understanding, respecting, and perhaps even becoming.
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