Company Secretaries (Amendment) Act, 20111
| [Act 4 of 2012, Repealed by Act 23 of 2016*] | [8th January, 2012] |
An Act further to amend the Company Secretaries Act, 1980
Be it enacted by Parliament in the Sixty-second Year of the Republic of India as follows-
1. Received the assent of the President on January 8, 2012 and published in the Gazette of India, Extra., Part II, Section 1, dated 9th January, 2012, pp. 1–2, No. 4
* Ed.: Act 4 of 2012 repealed by Act 23 of 2016, S. 2 & Sch. I. See also S. 4 of the Repealing and Amending Act, 2016:
"4. Savings.- The repeal by this Act of any enactment shall not affect any other enactment in which the repealed enactment has been applied, incorporated or referred to;
and this Act shall not affect the validity, invalidity, effect or consequences of anything already done or suffered, or any right, title, obligation or liability already acquired, accrued or incurred, or any remedy or proceeding in respect thereof, or any release or discharge of or from any debt, penalty, obligation, liability, claim or demand, or any indemnity already granted, or the proof of any past act or thing;
nor shall this Act affect any principle or rule of law, or established jurisdiction, form or course of pleading, practice or procedure, or existing usage, custom, privilege, restriction, exemption, office or appointment, notwithstanding that the same respectively may have been in any manner affirmed or recognised or derived by, in or from any enactment hereby repealed;
nor shall the repeal by this Act of any enactment revive or restore any jurisdiction, office, custom, liability, right, title, privilege, restriction, exemption, usage, practice, procedure or other matter or thing not now existing or in force."
Prefatory Note-Statement of Objects and Reasons.-The Company Secretaries Act, 1980 has been enacted to make provision for the regulation of the profession of the company secretaries. The said Act was amended in 2006 by the Company Secretaries (Amendment) Act, 2006, inter alia, to enable the members of the Institute of Company Secretaries of India to form multi-disciplinary firms and offer multi-professional services in a competitive and commercial manner.
2. Subsequently, the Limited Liability Partnership Act, 2008 has been enacted to make provisions for the formation and regulation of limited liability partnerships and for matters connected therewith or incidental thereto. The limited liability partnership will be a separate legal entity, liable to the full extent of its assets, with the liability of the partners being limited to their agreed contribution in the limited liability partnership which may be of tangible or intangible nature or both tangible and intangible in nature.
3. It is proposed to extend the benefits of the Limited Liability Partnership Act, 2008 to the firms of company secretaries under the Company Secretaries Act, 1980 and to amend the provisions of the said Act.
4. Section 2 of the Company Secretaries Act, 1980 inter alia, provides that a member of the Institute of Company Secretaries of India 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.
5. The Company Secretaries (Amendment) Bill, 2010 proposes to amend the Company Secretaries Act, 1980 to apply certain provisions of the Limited Liability Partnership Act, 2008 to the Company Secretaries Act, 1980 in order to allow the members of the professional institute governed by the Company Secretaries Act, 1980 to form the limited liability partnership and insert new definitions of "firm", "partner", "partnership" and "sole proprietorship" for the said purpose.
6. The Bill seeks to achieve the above objectives.
1. Short title and commencement.-(1) This Act may be called the Company Secretaries (Amendment) Act, 2011.
(2) It shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint.
2. Amendment of Section 2.-In the Company Secretaries Act, 1980 (56 of 1980) (hereinafter referred to as the principal Act), in Section 2, in sub-section (1)-
(i) after clause (f), the following clause shall be inserted, namely-
‘(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;";
(ii) after clause (ga), the following clauses shall be inserted, namely-
‘(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;’;
(iii) after clause (j), the following clause shall be inserted, namely-
‘(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);’;
3. Amendment of Section 26.-In Section 26 of the principal Act, in sub-section (1), the following Explanation shall be inserted, namely-
‘Explanation.-For the removal of doubts, it is hereby declared that the "company" shall include any limited liability partnership which has company as its partner for the purposes of this section.’.