These three definitions cover outside professionals and architects of the company.
## 1. Promoter [Sec 2(69)]
A person who satisfies ANY one of:
#
Test
(a)
Has been named as such in a prospectus OR is identified by company in the annual return under Sec 92
(b)
Has control over affairs of the company — directly or indirectly — whether as shareholder, director or otherwise
(c)
Person on whose advice, directions or instructions the Board is accustomed to act — EXCEPT where such person acts merely in a professional capacity
> Categories (b) and (c) catch de facto promoters who never appear on paper.
## 2. Expert [Sec 2(38)]
Inclusive definition — covers any person with power or authority to issue a certificate under any law in force, including:
Engineer
Valuer
Chartered Accountant (CA)
Company Secretary (CS)
Cost Accountant
Any other person with such power
## 3. Chartered Accountant [Sec 2(17)]
A Chartered Accountant as defined in Sec 2(1)(b) of the Chartered Accountants Act, 1949, who holds a valid Certificate of Practice (COP) under Sec 6(1) of that Act.
> Mere membership of ICAI is not enough — for the Companies Act, you must hold a valid COP.
Worked example
### Example 1
Q: Mr. P is the company's tax consultant; the Board sometimes follows his advice on tax matters. Is he a promoter under Sec 2(69)(c)?
A: No. Clause (c) expressly excludes persons giving advice in a professional capacity.
### Example 2
Q: A CA member of ICAI without a COP signs a certificate for a company. Is she a 'Chartered Accountant' under the Companies Act?
A: No. Sec 2(17) requires a valid Certificate of Practice under Sec 6(1) of the CA Act, 1949.
### Example 3
Q: A registered valuer issues a valuation certificate to a company. Is she an 'expert' under Sec 2(38)?
A: Yes — a valuer is expressly included.
⚠️ Common exam mistakes
Treating only persons named in prospectus as promoters — control-based promoters are also covered.
Including professional advisors (lawyers, CAs giving advice) as promoters — they are excluded.
Forgetting the COP requirement when calling someone a 'CA' under the Companies Act.
Bare-Act text Section 2(17), 2(38), 2(69) · Companies Act, 2013 · click to expand
Sec 2(69): 'Promoter' means a person — (a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or (b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or (c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act: Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity.
Sec 2(38): 'Expert' includes an engineer, a valuer, a chartered accountant, a company secretary, a cost accountant and any other person who has the power or authority to issue a certificate in pursuance of any law for the time being in force.
Sec 2(17): 'Chartered accountant' means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 who holds a valid certificate of practice under sub-section (1) of section 6 of that Act.