The Chartered Secretaries Act, 2010 was enacted to establish a professional body for Chartered Secretaries in Bangladesh, known as the Institute of Chartered Secretaries of Bangladesh (ICSB). This Act aims to develop, promote, and regulate the profession of Chartered Secretaries, ensuring that they play a crucial role in corporate governance and the efficient management of companies.
Establishment of ICSB #
The Act led to the creation of the ICSB, a statutory body under the Ministry of Commerce, Government of the People’s Republic of Bangladesh. The ICSB is the only recognized professional body for Chartered Secretaries in the country. It is responsible for setting the standards for the profession, providing education and training, and ensuring that members adhere to ethical and professional standards.
Membership #
The Chartered Secretaries Act, 2010, outlines the criteria and process for becoming a member of the Institute of Chartered Secretaries of Bangladesh (ICSB). Membership is divided into two classes: Fellows and Associates.
1. Classes of Membership: #
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Fellow: A Fellow is a senior member who has been engaged in the profession of Chartered Secretary or in related services for at least five consecutive years. Fellows are entitled to use the title “Fellow of Chartered Secretaries” (FCS) after their names.
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Associate: An Associate is a member who has been newly admitted to the Institute. Associates are entitled to use the title “Associate of Chartered Secretaries” (ACS) after their names.
2. Eligibility for Membership: #
- To become a member, an individual must pass the examination set by the ICSB and complete the required training. Alternatively, individuals who have passed equivalent examinations and training abroad, recognized by the ICSB, are also eligible.
- The Act also recognizes individuals who have obtained a Chartered Secretary Certificate from a foreign institute recognized by the ICSB.
3. Application Process: #
- Prospective members must submit an application to the Secretary of the ICSB, along with the prescribed fees. The application is then reviewed by the Council, which decides whether to grant or reject the membership.
- If an application is rejected, the applicant can request a review within 30 days. The Council must dispose of the review application within 45 days.
4. Disqualifications: #
- Certain conditions disqualify individuals from becoming members, including not having a graduation degree, being under 21 years of age, being of unsound mind, having a criminal conviction involving moral turpitude, or having been removed from the register for professional misconduct.
5. Register of Members: #
- The ICSB maintains a register of all members, which includes detailed information such as membership number, personal details, educational qualifications, and private practice certificates (if applicable). This register is updated annually and published by the Institute.
Private Practice #
The Act also regulates the private practice of Chartered Secretaries, ensuring that members who wish to engage in private practice meet specific criteria and adhere to professional standards.
1. Certificate for Private Practice: #
- Members who wish to engage in private practice must obtain a certificate from the ICSB. Without this certificate, members are not permitted to practice privately anywhere in Bangladesh.
- To obtain the certificate, members must apply to the Secretary of the ICSB, pay the prescribed fees, and have their application reviewed and approved by the Council.
2. Conditions for Private Practice: #
- Members holding a Private Practice Certificate must pay annual fees within the prescribed time.
- Chartered Secretaries engaged in private practice cannot simultaneously hold full-time employment in any company. Conversely, those employed full-time cannot engage in private practice.
3. Scope of Private Practice: #
- The Act defines private practice broadly, including activities such as providing professional services related to company formation, incorporation, reconstruction, consolidation, or dissolution; submitting company documents to authorities; handling securities transfers; issuing certificates on behalf of companies; conducting secretarial audits; and acting as consultants.
- Members engaged in these activities without full-time employment in any company are considered to be in private practice.
4. Professional Misconduct: #
- The Act outlines various forms of professional misconduct for Chartered Secretaries, including allowing non-members to practice in their name, sharing fees with non-members, obtaining clients through inappropriate means, and engaging in unauthorized business activities.
- Members found guilty of professional misconduct may face disciplinary actions, including reprimand, temporary removal from the register, or permanent expulsion.
Governance of ICSB #
The governance of the ICSB is managed by a Council consisting of elected members and nominees from the Government. The Council is responsible for the overall management and administration of the Institute, including setting policies, conducting examinations, and overseeing the professional conduct of members.