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Secretarial Standards SS-1 and SS-2 on Minutes Explained
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ICSIcorporatesecretarial

Secretarial Standards SS-1 and SS-2 on Minutes Explained

October 5, 2026

Secretarial Standards SS-1 and SS-2 prescribe detailed requirements for drafting, approving, and preserving company meeting minutes.

SS-1 and SS-2: Compliance Framework for Company Minutes

Secretarial Standard-1 (SS-1) and Secretarial Standard-2 (SS-2), issued by the Institute of Company Secretaries of India (ICSI), set out mandatory practices for recording minutes of board and general meetings under the Companies Act, 2013.

SS-1 covers quorum verification, notice compliance, voting methods, and recording dissent. Minutes must be drafted promptly, signed by the chairperson, and preserved for not less than eight years. SS-2 applies to general meetings, emphasizing authentication, proxy handling, and result declaration.

Minutes are legally enforceable records. Non-compliance may attract penalties under Section 118. Company secretaries must ensure strict adherence to SS-1 and SS-2, especially regarding timelines for signing (within 15 days) and rectification procedures at subsequent meetings.

Citations

  • Companies Act, 2013, Section 118
  • SS-1, SS-2
Practice Areas:corporatesecretarial

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