Bare Act · 470 sections
Companies Act, 2013 (Companies Act)
Chapter I — Preliminary
Chapter II — Incorporation of Company and Matters Incidental Thereto
- 3. Formation of company
- 4. Memorandum
- 5. Articles
- 6. Act to over- ride memoran- dum, articles, etc
- 7. Incorporation of company
- 8. Formation of companies with chari- table objects, etc
- 9. Effect of registration
- 10. Effect of memorandum and articles
- 11. Commence- ment of business, etc
- 12. Registered office of company
- 13. Alteration of memoran- dum
- 14. Alteration of articles
- 15. Alteration of memorandum or articles to be noted in every copy
- 16. Rectification of name of company
- 17. Copies of memoran- dum, articles, etc., to be given to members
- 18. Conversion of companies already registered
- 19. Subsidiary company not to hold shares in its holding company
- 20. Service of documents
- 21. Authentica- tion of documents, proceedings and contracts
- 22. Execution of bills of exchange, etc
Chapter III — Prospectus and Allotment of Securities
- 23. Public offer and private placement
- 24. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc
- 25. Document containing offer of securities for sale to be deemed prospectus
- 26. Matters to be stated in prospectus. been
- 27. Variation in terms of contract or objects in prospectus
- 28. Offer of sale of shares by certain members of company
- 29. Public offer of securities to be in dematerialised form
- 30. Advertise- ment of prospectus
- 31. Shelf prospectus
- 32. Red herring prospectus
- 33. Issue of application forms for securities
- 34. Criminal liability for mis- statements in prospectus
- 35. Civil liability for mis- statements in prospectus
- 36. Punishment for fraudulently inducing persons to invest money
- 37. Action by affected persons
- 38. Punishment for person- ation for acquisition, etc., of securities
- 39. Allotment of securities by company
- 40. Securities to be dealt with in stock exchanges
- 41. Global depository receipt
- 42. Offer or invitation for subscription of securities on private placement
Chapter IV — Share Capital and Debentures
- 43. Kinds of share capital
- 44. Nature of shares or debentures
- 45. Numbering of shares
- 46. Certificate of shares
- 47. Voting rights
- 48. Variation of shareholders’ rights
- 49. Calls on shares of same class to be made on uniform basis
- 50. Company to accept unpaid share capital, although not called up
- 51. Payment of dividend in proportion to amount paid- up
- 52. Application of premiums received on issue of shares
- 53. Prohibition on issue of shares at discount
- 54. Issue of sweat equity shares
- 55. Issue and redemption of preference shares
- 56. Transfer and transmission of securities
- 57. Punishment for person- ation of shareholder
- 58. Refusal of registration and appeal against refusal
- 59. Rectification of register of members
- 60. Publication of authorised, subscribed and paid-up capital
- 61. Power of limited company to alter its share capital
- 62. Further issue of share capital
- 63. Issue of bonus shares
- 64. Notice to be given to Registrar for alteration of share capital
- 65. Unlimited company to provide for reserve share capital on conversion into limited company
- 66. Reduction of share capital
- 67. Restrictions on purchase by company or giving of loans by it for purchase of its shares
- 68. Power of company to purchase its own securities
- 69. Transfer of certain sums to capital redemption reserve account
- 70. Prohibition for buy-back in certain circum- stances
- 71. Debentures
- 72. Power to nominate
Chapter V — Acceptance of Deposits by Companies
Chapter VI — Registration of Charges
- 77. Duty to register charges, etc
- 78. Application for registra- tion of charge
- 79. Section 77 to apply in certain matters
- 80. Date of notice of charge
- 81. Register of charges to be kept by Registrar
- 82. Company to report satisfaction of charge
- 83. Power of Registrar to make entries of satisfaction and release in absence of intimation from company
- 84. Intimation of appointment of receiver or manager
- 85. Company’s register of charges
- 86. Punishment for contra- vention
- 87. Rectification by Central Government in register of charges
Chapter VII — Management and Administration
- 88. Register of members, etc
- 89. Declaration in respect of beneficial interest in any share
- 90. Investigation of beneficial ownership of shares in certain cases
- 91. Power to close register of members or debenture- holders or other security holders
- 92. Annual return
- 93. Return to be filed with Registrar in case promot- ers’ stake changes
- 94. Place of keeping and inspection of registers, returns, etc
- 95. Registers, etc., to be evidence
- 96. Annual general meeting
- 97. Power of Tribunal to call annual general meeting
- 98. Power of Tribunal to call meetings of members, etc
- 99. Punishment for default in complying with provi- sions of sections 96 to 98
- 100. Calling of extraordinary general meeting
- 101. Notice of meeting
- 102. Statement to be annexed to notice
- 103. Quorum for meetings
- 104. Chairman of meetings
- 105. Proxies
- 106. Restriction on voting rights
- 107. Voting by show of hands
- 108. Voting through electronic means
- 109. Demand for poll
- 110. Postal ballot
- 111. Circulation of members’ resolution
- 112. Representa- tion of President and Governors in meetings
- 113. Representa- tion of corporations at meeting of companies and of creditors
- 114. Ordinary and special resolutions
- 115. Resolutions requiring special notice
- 116. Resolutions passed at adjourned meeting
- 117. Resolutions and agree- ments to be filed
- 118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolu- tions passed by postal ballot
- 119. Inspection of minute-books of general meeting
- 120. Maintenance and inspec- tion of documents in electronic form
- 121. Report on annual general meeting
- 122. Applicability of this Chapter to One Person Company
Chapter VIII — Declaration and Payment of Dividend
Chapter IX — Accounts of Companies
- 128. Books of account, etc., to be kept by company
- 129. Financial statement
- 130. Re-opening of accounts on court’s or Tribunal’s orders
- 131. Voluntary revision of financial statements or Board’s report
- 132. Constitution of National Financial Reporting Authority
- 133. Central Government to prescribe accounting standards
- 134. Financial statement, Board’s report, etc
- 135. Corporate Social Responsibility
- 136. Right of member to copies of audited financial statement
- 137. Copy of financial statement to be filed with Registrar
- 138. Internal audit
Chapter X — Audit and Auditors
- 139. Appointment of auditors
- 140. Removal, resignation of auditor and giving of special notice
- 141. Eligibility, qualifications and disqualifi- cations of auditors
- 142. Remuneration of auditors
- 143. Powers and duties of auditors and auditing standards
- 144. Auditor not to render certain services
- 145. Auditor to sign audit reports, etc
- 146. Auditors to attend general meeting
- 147. Punishment for contra- vention
- 148. Central Government to specify audit of items of cost in respect of certain companies
Chapter XI — Appointment and Qualifications of Directors
- 149. Company to have Board of Directors
- 150. Manner of selection of independent directors and maintenance of databank of indepen- dent directors
- 151. Appointment of director elected by small shareholders
- 152. Appointment of directors
- 153. Application for allotment of Director Identification Number
- 154. Allotment of Director Identification Number
- 155. Prohibition to obtain more than one Director Identification Number
- 156. Director to intimate Director Identification Number
- 157. Company to inform Director Identification Number to Registrar
- 158. Obligation to indicate Director Identification Number
- 159. Punishment for contraven- tion
- 160. Right of persons other than retiring directors to stand for directorship
- 161. Appointment of additional director, alternate director and nominee director
- 162. Appointment of directors to be voted individually
- 163. Option to adopt principle of proportional representation for appointment of directors
- 164. Disqualifica- tions for appointment of director
- 165. Number of directorships
- 166. Duties of directors
- 167. Vacation of office of director
- 168. Resignation of director
- 169. Removal of directors
- 170. Register of directors and key managerial personnel and their shareholding
- 171. Members’ right to inspect
- 172. Punishment
Chapter XII — Meetings of Board and Its Powers
- 173. Meetings of Board
- 174. Quorum for meetings of Board
- 175. Passing of resolution by circulation
- 176. Defects in appointment of directors not to invalidate actions taken
- 177. Audit Committee
- 178. Nomination and Remuneration Committee and Stakeholders Relationship Committee
- 179. Powers of Board
- 180. Restrictions on powers of Board
- 181. Company to contribute to bona fide and charitable funds, etc
- 182. Prohibitions and restrictions regarding political contributions
- 183. Power of Board and other persons to make contributions to national defence fund, etc
- 184. Disclosure of interest by director
- 185. Loan to directors, etc
- 186. Loan and investment by company
- 187. Investments of company to be held in its own name
- 188. Related party transactions
- 189. Register of contracts or arrangements in which directors are interested
- 190. Contract of employment with managing or whole-time directors
- 191. Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
- 192. Restriction on non-cash transactions involving directors
- 193. Contract by One Person Company
- 194. Prohibition on forward dealings in securities of company by director or key managerial personnel
- 195. Prohibition on insider trading of securities
Chapter XIII — Appointment and Remuneration of Managerial Personnel
- 196. Appointment of managing director, whole-time director or manager
- 197. Overall maximum managerial remuneration and manage- rial remunera- tion in case of absence or inadequacy of profits
- 198. Calculation of profits
- 199. Recovery of remuneration in certain cases
- 200. Central Government or company to fix limit with regard to remuneration
- 201. Forms of, and procedure in relation to, certain applications
- 202. Compensa- tion for loss of office of managing or whole-time director or manager
- 203. Appointment of key managerial personnel
- 204. Secretarial audit for bigger companies
- 205. Functions of company secretary
Chapter XIV — Inspection, Inquiry and Investigation
- 206. Power to call for information, inspect books and conduct inquiries
- 207. Conduct of inspection and inquiry
- 208. Report on inspection made
- 209. Search and seizure
- 210. Investigation into affairs of company
- 211. Establishment of Serious Fraud Investigation Office
- 212. Investigation into affairs of Company by Serious Fraud Investigation Office
- 213. Investigation into company’s affairs in other cases
- 214. Security for payment of costs and expenses of investigation
- 215. Firm, body corporate or association not to be appointed as inspector
- 216. Investigation of ownership of company
- 217. Procedure, powers, etc., of inspectors
- 218. Protection of employees during investigation
- 219. Power of inspector to conduct investigation into affairs of related companies, etc
- 220. Seizure of documents by inspector
- 221. Freezing of assets of company on inquiry and investigation
- 222. Imposition of restrictions upon securities
- 223. Inspector’s report
- 224. Actions to be taken in pursuance of inspector’s report
- 225. Expenses of investigation
- 226. Voluntary winding up of company, etc., not to stop investigation proceedings
- 227. Legal advisers and bankers not to disclose certain information
- 228. Investigation, etc., of or foreign companies
- 229. Penalty for furnishing false a statement, mutilation, destruction of documents
Chapter XV — Compromises, Arrangements and Amalgamations
- 230. Power to compromise or make arrangements with creditors and members. the
- 231. Power of Tribunal to enforce compromise or arrangement
- 232. Merger and amalgamation of companies
- 233. Merger or amalgamation of certain companies
- 234. Merger or amalgamation of company with foreign company
- 235. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
- 236. Purchase of minority shareholding
- 237. Power of Central Government to provide for amalgamation of companies in public interest
- 238. Registration of offer of schemes involving transfer of shares
- 239. Preservation of books and papers of amalgamated companies
- 240. Liability of officers in respect of offences committed prior to merger, amalgamation, etc
Chapter XVI — Prevention of Oppression and Mismanagement
- 241. Application to Tribunal for relief in cases of oppression, etc
- 242. Powers of Tribunal
- 243. Consequence of termina- tion or modification of certain agreements
- 244. Right to apply under section 241
- 245. Class action
- 246. Application of certain provisions to proceedings under section 241 or section 245
Chapter XVII — Registered Valuers
Chapter XVIII — Removal of Names of Companies from the Register of Companies
Chapter XIX — Revival and Rehabilitation of Sick Companies
- 253. Determination of sickness
- 254. Application for revival and rehabilitation
- 255. Exclusion of certain time in computing period of limitation
- 256. Appointment of interim administrator
- 257. Committee of creditors
- 258. Order of Tribunal
- 259. Appointment of administrator
- 260. Powers and duties of company administrator. may
- 261. Scheme of revival and rehabilitation. with
- 262. Sanction of scheme. be by may
- 263. Scheme to be binding
- 264. Implementation of scheme
- 265. Winding up of company on report of company administrator
- 266. Power of Tribunal to assess damages against delinquent directors, etc
- 267. Punishment for certain offences
- 268. Bar of jurisdiction
- 269. Rehabilitation and Insolvency Fund
Chapter XX — Winding Up
- 270. Modes of winding up
- 271. Circumstances in which company may be wound up by Tribunal
- 272. Petition for winding up
- 273. Powers of Tribunal
- 274. Directions for filing statement of affairs
- 275. Company Liquidators and their appointments
- 276. Removal and replacement of liquidator
- 277. Intimation to Company Liquidator, provisional liquidator and Registrar
- 278. Effect of winding up order
- 279. Stay of suits, etc., on winding up order
- 280. Jurisdiction of Tribunal. time
- 281. Submission of report by Company Liquidator
- 282. Directions of Tribunal on report of Company Liquidator
- 283. Custody of company's properties
- 284. Promoters, directors, etc., to cooperate with Company Liquidator
- 285. Settlement of list of contributories and application of assets
- 286. Obligations of directors and managers
- 287. Advisory committee
- 288. Submission of periodical reports to Tribunal
- 289. Power of Tribunal on application for stay of winding up
- 290. Powers and duties of Company Liquidator
- 291. Provision for professional assistance to Company Liquidator
- 292. Exercise and control of Company Liquidator's powers
- 293. Books to be kept by Company Liquidator
- 294. Audit of Company Liquidator's accounts
- 295. Payment of debts by contributory and extent of set-off
- 296. Power of Tribunal to make calls
- 297. Adjustment of rights of contributories
- 298. Power to order costs
- 299. Power to summon persons suspected of having property of company, etc
- 300. Power to order examination of promoters, directors, etc
- 301. Arrest of person trying to leave India or abscond
- 302. Dissolution of company by Tribunal
- 303. Appeals from orders made before commencement of Act
- 304. Circumstances in which company may be wound up voluntarily
- 305. Declaration of solvency in case of proposal to wind up voluntarily
- 306. Meeting of creditors
- 307. Publication of resolution to wind up voluntarily
- 308. Commencement of voluntary winding up
- 309. Effect of voluntary winding up
- 310. Appointment of Company Liquidator
- 311. Power to remove and fill vacancy of Company Liquidator
- 312. Notice of appointment of Company Liquidator to be given to Registrar
- 313. Cesser of Board's powers on appointment of Company Liquidator
- 314. Powers and duties of Company Liquidator in voluntary winding up
- 315. Appointment of committees
- 316. Company Liquidator to submit report on progress of winding up
- 317. Report of Company Liquidator to Tribunal for examination of persons
- 318. Final meeting and dissolution of company
- 319. Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company
- 320. Distribution of property of company
- 321. Arrangement when binding on company and creditors
- 322. Power to apply to Tribunal to have questions determined, etc
- 323. Costs of voluntary winding up
- 324. Debts of all descriptions to be admitted to proof
- 325. Application of insolvency rules in winding up of insolvent companies
- 326. Overriding preferential payments
- 327. Preferential payments
- 328. Fraudulent preference
- 329. Transfers not in good faith to be void
- 330. Certain transfers to be void
- 331. Liabilities and rights of certain persons fraudulently preferred
- 332. Effect of floating charge
- 333. Disclaimer of onerous property
- 334. Transfers, etc., after commencement of winding up to be void
- 335. Certain attachments, executions, etc., in winding up by Tribunal to be void
- 336. Offences by officers of companies in liquidation
- 337. Penalty for frauds by of a officers
- 338. Liability where proper accounts not kept
- 339. Liability for fraudulent conduct of business
- 340. Power of Tribunal to assess damages against delinquent directors, etc
- 341. Liability under sections 339 and 340 to extend to partners or directors in firms or companies
- 342. Prosecution of delinquent officers and members of company
- 343. Company Liquidator to exercise certain powers subject to sanction
- 344. Statement that company is in liquidation
- 345. Books and papers of company to be evidence
- 346. Inspection of books and papers by creditors and contributories
- 347. Disposal of books and papers of company
- 348. Information as to pending liquidations
- 349. Official Liquidator to make payments into public account of India
- 350. Company Liquidator to deposit monies into scheduled bank
- 351. Liquidator not to deposit monies into private banking account
- 352. Company Liquidation Dividend and Undistributed Assets Account
- 353. Liquidator to make returns, etc
- 354. Meetings to ascertain wishes of creditors or contributories
- 355. Court, tribunal or person, etc., before whom affidavit may be sworn
- 356. Powers of Tribunal to declare dissolution of company void
- 357. Commencement of winding up by Tribunal
- 358. Exclusion of
- 359. Appointment of Official Liquidator
- 360. Powers and functions of Official Liquidator
- 361. Summary procedure for liquidation
- 362. Sale of assets and recovery of debts due to company
- 363. Settlement of claims of creditors by Official Liquidator
- 364. Appeal by creditor
- 365. Order of dissolution of company
Chapter XXI
- 366. Companies capable of being registered
- 367. Certificate of registration of existing companies
- 368. Vesting of property on registration
- 369. Saving of existing liabilities
- 370. Continuation of pending legal proceedings
- 371. Effect of registration under this Part
- 372. Power of Court to stay or restrain proceedings
- 373. Suits stayed on winding up order
- 374. Obligations of companies registering under this Part
- 375. Winding up of unregistered companies
- 376. Power to wind up foreign companies, although dissolved
- 377. Provisions of Chapter cumulative
- 378. Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases
Chapter XXII — Companies Incorporated Outside India
- 379. Application of Act to foreign companies
- 380. Documents, etc., to be delivered to Registrar by foreign companies
- 381. Accounts of foreign company
- 382. Display of name, etc., of foreign company
- 383. Service on foreign company
- 384. Debentures, annual return, registration of charges, books of account and their inspection
- 385. Fee for registration of documents
- 386. Interpretation
- 387. Dating of prospectus and particulars to be contained therein
- 388. Provisions as to expert’s consent and allotment
- 389. Registration of prospectus
- 390. Offer of Indian Depository Receipts
- 391. Application of sections 34 to 36 and Chapter XX
- 392. Punishment for contravention
- 393. Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc
Chapter XXIII — Government Companies
Chapter XXIV — Registration Offices and Fees
- 396. Registration offices
- 397. Admissibility of certain documents as evidence
- 398. Provisions relating to filing of applications, documents, inspection, etc., in electronic form
- 399. Inspection, production and evidence of documents kept by Registrar
- 400. Electronic form to be exclusive, alternative or in addition to physical form
- 401. Provision of value added services through electronic form
- 402. Application of
- 403. Fee for filing, etc
- 404. Fees, etc., to be credited into public account
Chapter XXV — Companies to Furnish Information or Statistics
Chapter XXVI — Nidhis
Chapter XXVII — National Company Law Tribunal and Appellate Tribunal
- 407. Definitions
- 408. Constitution of National Company Law Tribunal
- 409. Qualification of President and Members of Tribunal
- 410. Constitution of Appellate Tribunal
- 411. Qualifications of chair- person and Members of Appellate Tribunal
- 412. Selection of Members of Tribunal and Appellate Tribunal
- 413. Term of office of President, chairperson and other Members
- 414. Salary, allowances and other terms and conditions of service of Members
- 415. Acting President and Chairperson of Tribunal or Appellate Tribunal
- 416. Resignation of Members
- 417. Removal of Members
- 418. Staff of Tribunal and Appellate Tribunal
- 419. Benches of Tribunal
- 420. Orders of Tribunal
- 421. Appeal from orders of Tribunal
- 422. Expeditious disposal by Tribunal and Appellate Tribunal
- 423. Appeal to Supreme Court
- 424. Procedure before Tribunal and Appellate Tribunal
- 425. Power to punish for contempt
- 426. Delegation of powers
- 427. President, Members, officers, etc., to be public servants
- 428. Protection of action taken in good faith
- 429. Power to seek assistance of Chief Metropolitan Magistrate, etc
- 430. Civil court not to have jurisdiction
- 431. Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
- 432. Right to legal representation
- 433. Limitation
- 434. Transfer of certain pending proceedings
Chapter XXVIII — Special Courts
- 435. Establishment of Special Courts
- 436. Offences triable by Special Courts
- 437. Appeal and revision
- 438. Application of Code to proceedings before Special Court
- 439. Offences to
- 440. Transitional provisions
- 441. Compounding
- 442. Mediation and Conciliation Panel
- 443. Power of
- 444. Appeal
- 445. Compensation
- 446. Application of fines
Chapter XXIX — Miscellaneous
- 447. Punishment for fraud
- 448. Punishment for false statement
- 449. Punishment for false evidence
- 450. Punishment where no specific penalty or punishment is provided
- 451. Punishment in case of repeated default
- 452. Punishment for wrongful withholding of property
- 453. Punishment for improper use of “Limited” or “Private Limited”
- 454. Adjudication of penalties
- 455. Dormant company
- 456. Protection of action taken in good faith
- 457. Non- disclosure of information in certain cases
- 458. Delegation by Central Governemnt of its powers and functions
- 459. Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
- 460. Condonation of delay in certain cases
- 461. Annual report by Central Government
- 462. Power to exempt class or classes of companies from provisions of this Act
- 463. Power of court to grant relief in certain cases
- 464. Prohibition of association or partnership of persons exceeding certain number
- 465. Repeal of
- 466. Dissolution of Company Law Board and consequential provisions
- 467. Power of Central Government to amend Schedules
- 468. Powers of Central Government to make rules relating to winding up
- 469. Power of Central Government to make rules
- 470. Power to remove difficulties
Source: official text.