Section 6 of the Companies Act, 2013
Section 6 of the Companies Act, 2013 deals with the Act to override Memorandum, Articles, etc.
Here is the official text and explanation:
📘 Section 6: Act to override Memorandum, Articles, etc.
Text:
Save as otherwise expressly provided in this Act—
(a) the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the memorandum or articles of a company, or in any agreement executed by it, or in any resolution passed by the company in general meeting or by its Board of Directors, whether the same be registered, executed or passed, as the case may be, before or after the commencement of this Act;
(b) any provision contained in the memorandum, articles, agreement or resolution shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.
✅ Explanation:
Supremacy of the Act: This section makes it clear that the provisions of the Companies Act, 2013 override any inconsistent provisions in:
The Memorandum of Association (MoA)
The Articles of Association (AoA)
Any agreement entered into by the company
Any resolution passed by the shareholders or Board
Invalidation of Contrary Provisions: If any of these documents or actions conflict with the Act, then such conflicting parts are void.
🧠Why is it important?
This ensures that no internal document or decision can violate or override the law, maintaining consistency and legality in company operations.
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