The Companies Act, 2013
All 526 sections as they stand, 483 in force and 43 omitted, each with the amendment notes behind it and the sections it cross-refers to. Parsed from the official India Code print.
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Chapter I: Preliminary
Chapter II: Incorporation Of Company And Matters Incidental Thereto
3Formation of company4Memorandum5Articles6Act to override memorandum, articles, etc7Incorporation of company8Formation of companies with charitable objects, etc9Effect of registration10Effect of memorandum and articles10ACommencement of business, etc11Commencement of business, etc12Registered office of company13Alteration of memorandum14Alteration of articles15Alteration of memorandum or articles to be noted in every copy16Rectification of name of company17Copies of memorandum, articles, etc., to be given to members18Conversion of companies already registered19Subsidiary company not to hold shares in its holding company20Service of documents21Authentication of documents, proceedings and contracts22Execution of bills of exchange, etc
Chapter III: Prospectus And Allotment Of Securities
23Public offer and private placement24Power of Securities and Exchange Board to regulate issue and transfer of securities, etc25Document containing offer of securities for sale to be deemed prospectus26Matters to be stated in prospectus27Variation in terms of contract or objects in prospectus28Offer of sale of shares by certain members of company29Public offer of securities to be in dematerialised form30Advertisement of prospectus31Shelf prospectus32Red herring prospectus33Issue of application forms for securities34Criminal liability for mis-statements in prospectus35Civil liability for mis-statements in prospectus36Punishment for fraudulently inducing persons to invest money37Action by affected persons38Punishment for personation for acquisition, etc., of securities39Allotment of securities by company40Securities to be dealt with in stock exchanges41Global depository receipt42Issue of shares on private placement basis
Chapter IV: Share Capital And Debentures
43Kinds of share capital44Nature of shares or debentures45Numbering of shares46Certificate of shares47Voting rights48Variations of shareholders’ rights49Calls on shares of same class to be made on uniform basis50Company to accept unpaid share capital, although not called up51Payment of dividend in proportion to amount paid-up52Application of premiums received on issue of shares53Prohibition on issue of shares at discount54Issue of sweat equity shares55Issue and redemption of preference shares56Transfer and transmission of securities57Punishment for personation of shareholder58Refusal of registration and appeal against refusal59Rectification of register of members60Publication of authorised, subscribed and paid-up capital61Power of limited company to alter its share capital62Further issue of share capital63Issue of bonus shares64Notice to be given to Registrar for alteration of share capital65Unlimited company to provide for reserve share capital on conversion into limited company66Reduction of share capital67Restriction on purchase by company or giving of loans by it for purchase of its shares68Power of company to purchase its own securities69Transfer of certain sums to capital redemption reserve account70Prohibition for buy-back in certain circumstances71Debentures72Power to nominate
Chapter V: Acceptance Of Deposits By Companies
73Prohibition on acceptance of deposits from public74Repayment of deposits, etc., accepted before commencement of this Act75Damages for fraud76Acceptance of deposits from public by certain companies76APunishment for contravention of section 73 or section 76
Chapter VI: Registration Of Charges
77Duty to register charges, etc78Application for registration of charge79Section 77 to apply in certain matters80Date of notice of charge81Register of charges to be kept by Registrar82Company to report satisfaction of charge83Power of Registrar to make entries of satisfaction and release in absence of intimation from company84Intimation of appointment of receiver or manager85Company’s register of charges86Punishment for contravention87Rectification by Central Government in Register of charges
Chapter VII: Management And Administration
88Register of members, etc89Declaration in respect of beneficial interest in any share90Register of significant beneficial owners in a company91Power to close register of members or debenture-holders or other security holders92Annual return93Return to be filed with Registrar in case promoter’s stake changes94Place of keeping and inspection of registers, returns, etc95Registers, etc., to be evidence96Annual general meeting97Power of Tribunal to call annual general meeting98Power of Tribunal to call meetings of members, etc99Punishment for default in complying with provisions of sections 96 to 98100Calling of extraordinary general meeting101Notice of meeting102Statement to be annexed to notice103Quorum for meetings104Chairman of meetings105Proxies106Restriction on voting rights107Voting by show of hands108Voting through electronic means109Demand for poll110Postal ballot111Circulation of members’ resolution112Representation of President and Governors in meetings113Representation of corporations at meeting of companies and of creditors114Ordinary and special resolutions115Resolutions requiring special notice116Resolutions passed at adjourned meeting117Resolutions and agreements to be filed118Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot119Inspection of minute-books of general meeting120Maintenance and inspection of documents in electronic form121Report on annual general meeting122Applicability of this Chapter to One Person Company
Chapter VIII: Declaration And Payment Of Dividend
123Declaration of dividend124Unpaid Dividend Account125Investor Education and Protection Fund126Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares127Punishment for failure to distribute dividends
Chapter IX: Accounts Of Companies
128Books of account, etc., to be kept by company129Financial statement129APeriodical financial results130Re-opening of accounts on court’s or Tribunal’s orders131Voluntary revision of financial statements or Board’s report132Constitution of National Financial Reporting Authority133Central Government to prescribe accounting standards134Financial statement, Board’s report, etc135Corporate Social Responsibility136Right of member to copies of audited financial statement137Copy of financial statement to be filed with Registrar138Internal audit
Chapter X: Audit And Auditors
139Appointment of auditors140Removal, resignation of auditor and giving of special notice141Eligibility, qualifications and disqualifications of auditors142Remuneration of auditors143Powers and duties of auditors and auditing standards144Auditor not to render certain services145Auditor to sign audit reports, etc146Auditors to attend general meeting147Punishment for contravention148Central Government to specify audit of items of cost in respect of certain companies
Chapter XI: Appointment And Qualifications Of Directors
149Company to have Board of Directors150Manner of selection of independent directors and maintenance of databank of independent directors151Appointment of director elected by small shareholders152Appointment of directors153Application for allotment of Director Identification Number154Allotment of Director Identification Number155Prohibition to obtain more than one Director Identification Number156Director to intimate Director Identification Number157Company to inform Director Identification Number to Registrar158Obligation to indicate Director Identification Number159Penalty for default of certain provisions160Right of persons other than retiring directors to stand for directorship161Appointment of additional director, alternate director and nominee director162Appointment of directors to be voted individually163Option to adopt principle of proportional representation for appointment of directors164Disqualifications for appointment of director165Number of directorships166Duties of directors167Vacation of office of director168Resignation of director169Removal of directors170Register of directors and key managerial personnel and their shareholding171Members’ right to inspect172Penalty
Chapter XII: Meetings Of Board And Its Powers
173Meetings of Board174Quorum for meetings of Board175Passing of resolution by circulation176Defects in appointment of directors not to invalidate actions taken177Audit Committee178Nomination and Remuneration Committee and Stakeholders Relationship Committee179Powers of Board180Restrictions on powers of Board181Company to contribute to bona fide and charitable funds, etc182Prohibitions and restrictions regarding political contributions183Power of Board and other persons to make contributions to national defence fund, etc184Disclosure of interest by director185Loans to directors, etc186Loan and investment by company187Investments of company to be held in its own name188Related party transactions189Register of contracts or arrangements in which directors are interested190Contract of employment with managing or whole-time director191Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares192Restriction on non-cash transactions involving directors193Contract by One Person Company194Prohibition on forward dealings in securities of company by director or key managerial personnel195Prohibition on insider trading of securities
Chapter XIII: Appointment And Remuneration Of Managerial Personnel
196Appointment of managing director, whole-time director or manager197Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits198Calculation of profits199Recovery of remuneration in certain cases200Central Government or company to fix limit with regard to remuneration201Forms of, and procedure in relation to, certain applications202Compensation for loss of office of managing or whole-time director or manager203Appointment of key managerial personnel204Secretarial audit for bigger companies205Functions of company secretary
Chapter XIV: Inspection, Inquiry And Investigation
206Power to call for information, inspect books and conduct inquiries207Conduct of inspection and inquiry208Report on inspection made209Search and seizure210Investigation into affairs of company211Establishment of Serious Fraud Investigation Office212Investigation into affairs of Company by Serious Fraud Investigation Office213Investigation into company’s affairs in other cases214Security for payment of costs and expenses of investigation215Firm, body corporate or association not to be appointed as inspector216Investigation of ownership of company217Procedure, powers, etc., of inspectors218Protection of employees during investigation219Power of inspector to conduct investigation into affairs of related companies, etc220Seizure of documents by inspector221Freezing of assets of company on inquiry and investigation222Imposition of restrictions upon securities223Inspector’s report224Actions to be taken in pursuance of inspector’s report225Expenses of investigation226Voluntary winding up of company, etc., not to stop investigation proceedings227Legal advisors and bankers not to disclose certain information228Investigation, etc., of foreign companies229Penalty for furnishing false statement, mutilation, destruction of documents
Chapter XV: Compromises, Arrangements And Amalgamations
230Power to compromise or make arrangements with creditors and members231Power of Tribunal to enforce compromise or arrangement232Merger and amalgamation of companies233Merger or amalgamation of certain companies234Merger or amalgamation of company with foreign company235Power to acquire shares of shareholders dissenting from scheme or contract approved by majority236Purchase of minority shareholding237Power of Central Government to provide for amalgamation of companies in public interest238Registration of offer of schemes involving transfer of shares239Preservation of books and papers of amalgamated companies240Liability of officers in respect of offences committed prior to merger, amalgamation, etc
Chapter XVI: Prevention Of Oppression And Mismanagement
241Application to Tribunal for relief in cases of oppression, etc242Powers of Tribunal243Consequence of termination or modification of certain agreements244Right to apply under section 241245Class action246Application 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
248Power of Registrar to remove name of company from register of companies249Restrictions on making application under section 248 in certain situations250Effect of company notified as dissolved251Fraudulent application for removal of name252Appeal to Tribunal
Chapter XIX: Revival And Rehabilitation Of Sick Companies
253Determination of sickness254Application for revival and rehabilitation255Exclusion of certain time in computing period of limitation256Appointment of interim administrator257Committee of creditors258Order of Tribunal259Appointment of administrator260Powers and duties of company administrator261Scheme of revival and rehabilitation262Sanction of scheme263Scheme to be binding264Implementation of scheme265Winding up of company on report of company administrator266Power of Tribunal to assess damages against delinquent directors, etc267Punishment for certain offences268Bar of jurisdiction269Rehabilitation and insolvency fund
Chapter XX: Winding Up
270Winding up by Tribunal271Circumstances in which company may be wound up by Tribunal272Petition for winding up273Powers of Tribunal274Directions for filing statement of affairs275Company Liquidators and their appointments276Removal and replacement of liquidator277Intimation to Company Liquidator, provisional liquidator and Registrar278Effect of winding up order279Stay of suits, etc., on winding up order280Jurisdiction of Tribunal281Submission of report by Company Liquidator282Directions of Tribunal on report of Company Liquidator283Custody of company’s properties284Promoters, directors, etc., to cooperate with Company Liquidator285Settlement of list of contributories and application of assets286Obligations of directors and managers287Advisory committee288Submission of periodical reports to Tribunal289Power of Tribunal on application for stay of winding up290Powers and duties of Company Liquidator291Provision for professional assistance to Company Liquidator292Exercise and control of Company Liquidator’s powers293Books to be kept by Company Liquidator294Audit of Company Liquidator’s accounts295Payment of debts by contributory and extent of set-off296Power of Tribunal to make calls297Adjustment of rights of contributories298Power to order costs299Power to summon persons suspected of having property of company, etc300Power to order examination of promoters, directors, etc301Arrest of person trying to leave India or abscond302Dissolution of company by Tribunal303Appeals from orders made before commencement of Act304Circumstances in which company may be wound up voluntarily305Declaration of solvency in case of proposal to wind up voluntarily306Meeting of creditors307Publication of resolution to wind up voluntarily308Commencement of voluntary winding up309Effect of voluntary winding up310Appointment of Company Liquidator311Power to remove and fill vacancy of Company Liquidator312Notice of appointment of Company Liquidator to be given to Registrar313Cesser of Board’s powers on appointment of Company Liquidator314Powers and duties of Company Liquidator in voluntary winding up315Appointment of committees316Company Liquidator to submit report on progress of winding up317Report of Company Liquidator to Tribunal for examination of persons318Final meeting and dissolution of company319Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company320Distribution of property of company321Arrangement when binding on company and creditors322Power to apply to Tribunal to have questions determined, etc323Costs of voluntary winding up324Debts of all descriptions to be admitted to proof325Application of insolvency rules in winding up of insolvent companies326Overriding preferential payments327Preferential payments328Fraudulent preference329Transfers not in good faith to be void330Certain transfers to be void331Liabilities and rights of certain persons fraudulently preferred332Effect of floating charge333Disclaimer of onerous property334Transfers, etc., after commencement of winding up to be void335Certain attachments, executions, etc., in winding up by Tribunal to be void336Offences by officers of companies in liquidation337Penalty for frauds by officers338Liability where proper accounts not kept339Liability for fraudulent conduct of business340Power of Tribunal to assess damages against delinquent directors, etc341Liability under sections 339 and 340 to extend to partners or directors in firms or companies342Prosecution of delinquent officers and members of company343Company Liquidator to exercise certain powers subject to sanction344Statement that company is in liquidation345Books and papers of company to be evidence346Inspection of books and papers by creditors and contributories347Disposal of books and papers of company348Information as to pending liquidations349Official Liquidator to make payments into public account of India350Company Liquidator to deposit monies into scheduled bank351Liquidator not to deposit monies into private banking account352Company Liquidation Dividend and Undistributed Assets Account353Liquidator to make returns, etc354Meetings to ascertain wishes of creditors or contributories355Court, tribunal or person, etc., before whom affidavit may be sworn356Powers of Tribunal to declare dissolution of company void357Commencement of winding up by Tribunal358Exclusion of certain time in computing period of limitation359Appointment of Official Liquidator360Powers and functions of Official Liquidator361Summary procedure for liquidation362Sale of assets and recovery of debts due to company363Settlement of claims of creditors by Official Liquidator364Appeal by creditor365Order of dissolution of company
Chapter XXI: Companies Authorised to Register under this Act
366Companies capable of being registered367Certificate of registration of existing companies368Vesting of property on registration369Saving of existing liabilities370Continuation of pending legal proceedings371Effect of registration under this Part372Power of Court to stay or restrain proceedings373Suits stayed on winding up order374Obligations of companies registering under this Part375Winding up of unregistered companies376Power to wind up foreign companies, although dissolved377Provisions of Chapter cumulative378Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases
Chapter XXIA: Producer Companies
378ADefinitions378BObjects of Producer Company378CFormation of Producer Company and its registration378DMembership and voting rights of Members of Producer Company378EBenefits to Members378FMemorandum of Producer Company378GArticles of association378HAmendment of memorandum378IAmendment of articles378JOption to inter-State co-operative societies to become Producer Companies378KEffect of incorporation of Producer Company378LVesting of undertaking in Producer Company378MConcession etc., to be deemed to have been granted to Producer Company378NProvisions in respect of officers and other employees of inter-State co-operative society378ONumber of directors378PAppointment of directors378QVacation of office by directors378RPowers and functions of Board378SMatters to be transacted at general meeting378TLiability of directors378UCommittee of directors378VMeetings of Board and quorum378WChief Executive and his functions378XSecretary of Producer Company378YQuorum378ZVoting rights378ZAAnnual general meetings378ZBShare capital378ZCSpecial user rights378ZDTransferability of shares and attendant rights378ZEBooks of account378ZFInternal audit378ZGDuties of auditor under this Chapter378ZHDonation or subscription by Producer Company378ZIGeneral and other reserves378ZJIssue of bonus Shares378ZKLoan, etc., to Members378ZLInvestment in other companies, formation of subsidiaries etc378ZMPenalty for contravention378ZNAmalgamation merger or division, etc. to form new Producer Companies378ZODisputes378ZPStrike off name of Producer Company378ZQProvisions of this Chapter to override other laws378ZRApplication of provisions relating to private companies378ZSRe-conversion of Producer Company to inter-State co-operative society378ZTPower to modify Act in its application to Producer Companies378ZUPower to make rules
Chapter XXII: Companies Incorporated Outside India
379Application of Act to foreign companies380Documents, etc., to be delivered to Registrar by foreign companies381Accounts of foreign company382Display of name, etc., of foreign company383Service on foreign company384Debentures, annual return, registration of charges, books of account and their inspection385Fee for registration of documents386Interpretation387Dating of prospectus and particulars to be contained therein388Provisions as to expert’s consent and allotment389Registration of prospectus390Offer of Indian Depository Receipts391Application of sections 34 to 36 and Chapter XX392Punishment for contravention393Company’s failure to comply with provisions of this Chapter not to affect validity of contracts, etc393AExemptions under this Chapter
Chapter XXIII: Government Companies
394Annual reports on Government companies395Annual reports where one or more State Governments are members of companies
Chapter XXIV: Registration Offices And Fees
396Registration offices397Admissibility of certain documents as evidence398Provisions relating to filing of applications, documents, inspection, etc., in electronic form399Inspection, production and evidence of documents kept by Registrar400Electronic form to be exclusive, alternative or in addition to physical form401Provision of value added services through electronic form402Application of provisions of Information Technology Act, 2000403Fee for filing, etc404Fees, 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
407Definitions408Constitution of National Company Law Tribunal409Qualification of President and Members of Tribunal410Constitution of Appellate Tribunal411Qualifications of chairperson and Members of Appellate Tribunal412Selection of Members of Tribunal and Appellate Tribunal413Term of office of President, chairperson and other Members414Salary, allowances and other terms and conditions of service of Members415Acting President and Chairperson of Tribunal or Appellate Tribunal416Resignation of Members417Removal of Members417AQualifications, terms and conditions of service of Chairperson and Member418Staff of Tribunal and Appellate Tribunal418ABenches of Appellate Tribunal419Benches of Tribunal420Orders of Tribunal421Appeal from orders of Tribunal422Expeditious disposal by Tribunal and Appellate Tribunal423Appeal to Supreme Court424Procedure before Tribunal and Appellate Tribunal425Power to punish for contempt426Delegation of powers427President, Members, officers, etc., to be public servants428Protection of action taken in good faith429Power to seek assistance of Chief Metropolitan Magistrate, etc430Civil court not to have jurisdiction431Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings432Right to legal representation433Limitation434Transfer of certain pending proceedings
Chapter XXVIII: Special Courts
435Establishment of Special Courts436Offences triable by Special Courts437Appeal and revision438Application of Code to proceedings before Special Court439Offences to be non-cognizable440Transitional provisions441Compounding of certain offences442Mediation and Conciliation Panel443Power of Central Government to appoint company prosecutors444Appeal against acquittal445Compensation for accusation without reasonable cause446Application of fines446AFactors for determining level of punishment446BLesser penalties for certain companies
Chapter XXIX: Miscellaneous
447Punishment for fraud448Punishment for false statement449Punishment for false evidence450Punishment where no specific penalty or punishment is provided451Punishment in case of repeated default452Punishment for wrongful withholding of property453Punishment for improper use of “Limited” or “Private Limited”454Adjudication of penalties454APenalty for repeated default455Dormant company456Protection of action taken in good faith457Non-disclosure of information in certain cases458Delegation by Central Government of its powers and functions459Powers of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications460Condonation of delay in certain cases461Annual report by Central Government462Power to exempt class or classes of companies from provisions of this Act463Power of court to grant relief in certain cases464Prohibition of association or partnership of persons exceeding certain number465Repeal of certain enactments and savings466Dissolution of Company Law Board and consequential provisions467Power of Central Government to amend Schedules468Powers of Central Government to make rules relating to winding up469Power of Central Government to make rules470Power to remove difficulties