Bare Acts

The Companies Act, 2013

2013 · Ministry of Corporate Affairs · In force · synced 07 Jul 2026

1.Short title, extent, commencement and application

II — INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO

3.Formation of company 3A.Members severally liable in certain cases 4.Memorandum 5.Articles 6.Act to override memorandum, articles, etc 7.Incorporation of company 8.Formation of companies with charitable objects, etc 9.Effect of registration 10.Effect of memorandum and articles 10A.Commencement of business, etc 11.[Commencement of business, etc.]12.Registered office of company 13.Alteration of memorandum 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 memorandum, 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.Authentication of documents, proceedings and contracts 22.Execution of bills of exchange, etc

I — Public offer

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 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.Advertisement 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 personation for acquisition, etc., of securities 39.Allotment of securities by company 40.Securities to be dealt with in stock exchanges 41.Global depository receipt

II — Private placement

42.Issue of shares on private placement basis

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.Variations 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 personation 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.Restriction 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 circumstances 71.Debentures 72.Power to nominate

73.Prohibition on acceptance of deposits from public 74.Repayment of deposits, etc., accepted before commencement of this Act 75.Damages for fraud 76.Acceptance of deposits from public by certain companies 76A.Punishment for contravention of section 73 or section 76

VI — REGISTRATION OF CHARGES

77.Duty to register charges, etc 78.Application for registration 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 contravention 87.Rectification by Central Government in Register of charges

VII — MANAGEMENT AND ADMINISTRATION

88.Register of members, etc 89.Declaration in respect of beneficial interest in any share 90.Register of significant beneficial owners in a company 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 promoter’s 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 provisions 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.Representation of President and Governors in meetings 113.Representation 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 agreements to be filed 118.Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot 119.Inspection of minute-books of general meeting 120.Maintenance and inspection of documents in electronic form 121.Report on annual general meeting 122.Applicability of this Chapter to One Person Company

VIII — DECLARATION AND PAYMENT OF DIVIDEND

123.Declaration of dividend 124.Unpaid Dividend Account 125.Investor Education and Protection Fund 126.Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares 127.Punishment for failure to distribute dividends

IX — ACCOUNTS OF COMPANIES

128.Books of account, etc., to be kept by company 129.Financial statement 129A.Periodical financial results 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

X — AUDIT AND AUDITORS

139.Appointment of auditors 140.Removal, resignation of auditor and giving of special notice 141.Eligibility, qualifications and disqualifications 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 contravention 148.Central Government to specify audit of items of cost in respect of certain companies

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 independent 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.Penalty for default of certain provisions 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.Disqualifications 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.Penalty

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 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.Loans 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 director 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.]

XIII

196.Appointment of managing director, whole-time director or manager 197.Overall maximum managerial remuneration and managerial remuneration 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.Compensation 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

XIV

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 advisors and bankers not to disclose certain information 228.Investigation, etc., of foreign companies 229.Penalty for furnishing false statement, mutilation, destruction of documents

230.Power to compromise or make arrangements with creditors and members 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

XVI — PREVENTION OF OPPRESSION AND MISMANAGEMENT

241.Application to Tribunal for relief in cases of oppression, etc 242.Powers of Tribunal 243.Consequence of termination 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

XVII — REGISTERED VALUERS

247.Valuation by registered valuers

XVIII — REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES

248.Power of Registrar to remove name of company from register of companies 249.Restrictions on making application under section 248 in certain situations 250.Effect of company notified as dissolved 251.Fraudulent application for removal of name 252.Appeal to Tribunal

XIX

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.]261.[Scheme of revival and rehabilitation.]262.[Sanction of scheme.]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.]

270.Winding up by Tribunal

I — Winding up by the Tribunal

III — Provisions applicable to every mode of 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 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 certain time in computing period of limitation

IV — Official Liquidators

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

I — Companies Authorised to Register under this Act

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

II — Winding up of unregistered companies

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

378A.Definitions

378B.Objects of Producer Company 378C.Formation of Producer Company and its registration 378D.Membership and voting rights of Members of Producer Company 378E.Benefits to Members 378F.Memorandum of Producer Company 378G.Articles of association 378H.Amendment of memorandum 378J.Option to inter-State co-operative societies to become Producer Companies 378K.Effect of incorporation of Producer Company 378L.Vesting of undertaking in Producer Company 378M.Concession etc., to be deemed to have been granted to Producer Company 378N.Provisions in respect of officers and other employees of inter-State co-operative society

III

378P.Appointment of directors 378Q.Vacation of office by directors 378R.Powers and functions of Board 378S.Matters to be transacted at general meeting 378T.Liability of directors 378U.Committee of directors 378V.Meetings of Board and quorum 378W.Chief Executive and his functions 378X.Secretary of Producer Company 378Y.Quorum 378Z.Voting rights

V — SHARE CAPITAL AND MEMBERS RIGHTS

378ZB.Share capital 378ZC.Special user rights 378ZD.Transferability of shares and attendant rights

VI — FINANCE, ACCOUNTS AND AUDIT

378ZE.Books of account 378ZF.Internal audit 378ZG.Duties of auditor under this Chapter 378ZH.Donation or subscription by Producer Company 378ZJ.Issue of bonus Shares

VII

378ZK.Loan, etc., to Members 378ZL.Investment in other companies, formation of subsidiaries etc

VIII

378ZM.Penalty for contravention

IX — AMALGAMATION, MERGER OR DIVISION

378ZN.Amalgamation merger or division, etc. to form new Producer Companies

XI — MISCELLANEOUS PROVISIONS

378ZP.Strike off name of Producer Company 378ZQ.Provisions of this Chapter to override other laws 378ZR.Application of provisions relating to private companies

XII — RE-CONVERSION OF PRODUCER COMPANY TO INTER-STATE CO-OPERATIVE SOCIETY

378ZS.Re-conversion of Producer Company to inter-State co-operative society 378ZT.Power to modify Act in its application to Producer Companies 378ZU.Power to make rules

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 393A.Exemptions under this Chapter

XXIII — GOVERNMENT COMPANIES

394.Annual reports on Government companies 395.Annual reports where one or more State Governments are members of companies

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 provisions of Information Technology Act, 2000 403.Fee for filing, etc 404.Fees, etc., to be credited into public account

XXV

405.Power of Central Government to direct companies to furnish information or statistics

XXVI

406.Provision relating to Nidhis and its application, etc

XXVII

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 chairperson 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 417A.Qualifications, terms and conditions of service of Chairperson and Member

418.Staff of Tribunal and Appellate Tribunal 418A.Benches of 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

XXVIII

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 be non-cognizable 440.Transitional provisions 441.Compounding of certain offences 442.Mediation and Conciliation Panel 443.Power of Central Government to appoint company prosecutors 444.Appeal against acquittal 445.Compensation for accusation without reasonable cause 446.Application of fines 446A.Factors for determining level of punishment 446B.Lesser penalties for certain companies

XXIX

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 454A.Penalty for repeated default 455.Dormant company 456.Protection of action taken in good faith 457.Non-disclosure of information in certain cases 458.Delegation by Central Government of its powers and functions 459.Powers of Central Government of 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 certain enactments and savings 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

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