Section 17 of Companies Act, 2013: Copies of Memorandum and Articles to Be Given to Members
Section 17 of the Companies Act, 2013 deals with the right of a member of a company to request copies of the company's Memorandum of Association, Articles of Association and certain agreements and resolutions. The company must comply with a valid request within the statutory period, subject to payment of the prescribed fee.
- A member may request the documents specified in Section 17.
- The company must send the documents within seven days of the request.
- The obligation is subject to payment of the fee prescribed under the applicable rules.
- The documents include the Memorandum, Articles and specified agreements and resolutions referred to in Section 117(1).
- Continuing default attracts a statutory monetary penalty under Section 17(2).
What is Section 17 of the Companies Act, 2013?
Section 17 is contained in Chapter II of the Companies Act, 2013, which deals with incorporation of companies and matters relating to the Memorandum and Articles. It creates a statutory obligation on a company to supply specified constitutional and corporate documents to a member who requests them.
The provision is important because the Memorandum of Association contains fundamental particulars relating to the company, while the Articles of Association contain the regulations governing the internal management of the company.
Documents to Be Supplied Under Section 17(1)
On receiving a request from a member and subject to payment of the prescribed fee, the company is required to send a copy of each of the following documents:
(a) Memorandum of Association
The company's Memorandum of Association, commonly referred to as the MOA.
(b) Articles of Association
The company's Articles of Association, commonly referred to as the AOA.
(c) Certain agreements and resolutions
Every agreement and every resolution referred to in sub-section (1) of Section 117, insofar as the relevant agreement or resolution has not already been embodied in the Memorandum or Articles.
For the related statutory provision, see India Code or the Ministry of Corporate Affairs.
Time Limit: Documents Must Be Sent Within Seven Days
The statutory time limit under Section 17(1) is seven days from the request. Therefore, once the requirements of the section are satisfied, including payment of the prescribed fee, the company should ensure that the requested documents are sent within the stipulated period.
Meaning of Memorandum of Association
The Memorandum of Association is one of the principal constitutional documents of a company. Section 4 of the Companies Act, 2013 prescribes matters that are required to be stated in the memorandum.
For further details, see Section 4 of the Companies Act, 2013 - Memorandum of Company.
Meaning of Articles of Association
The Articles of Association contain the regulations for management of the company. Section 5 of the Companies Act, 2013 deals with the Articles of a company and the matters that may be included in them.
See Section 5 of the Companies Act, 2013 - Articles of Association for further information.
Section 17 and Section 117 of the Companies Act, 2013
Section 17(1)(c) expressly refers to agreements and resolutions falling within Section 117(1). The obligation under Section 17 applies to such agreements and resolutions to the extent that they have not already been embodied in the company's Memorandum or Articles.
Section 117 broadly deals with specified resolutions and agreements that are required to be filed with the Registrar in accordance with the Companies Act, 2013.
Penalty for Default Under Section 17(2)
If a company fails to comply with Section 17, liability may arise both for the company and for every officer of the company who is in default.
| Default | Person Liable | Penalty |
|---|---|---|
| Failure to comply with Section 17 | Company and every officer of the company who is in default | Rs. 1,000 for each day during which the default continues, or Rs. 1,00,000, whichever is less, for each default |
Practical Compliance for Companies
A company receiving a request under Section 17 should identify the requesting person as a member, determine the documents covered by the request, ensure payment of the applicable prescribed fee, and arrange to send the relevant documents within seven days.
The company should also ensure that copies of its Memorandum and Articles reflect alterations that are required to be noted under Section 15 of the Companies Act, 2013.
Frequently Asked Questions
Is a company required to give its Memorandum and Articles to a member?
Yes. Section 17 requires the company, on a member's request and subject to payment of the prescribed fee, to send copies of the documents specified in the section.
How much time does the company have to comply?
The documents are required to be sent within seven days of the request, subject to the statutory requirements.
Does Section 17 cover only the Memorandum and Articles?
No. It also covers every agreement and resolution referred to in Section 117(1), insofar as the relevant agreement or resolution has not been embodied in the Memorandum or Articles.
What happens if the company does not comply?
Under Section 17(2), the company and every officer who is in default are liable, for each default, to a penalty of Rs. 1,000 for each day during which the default continues or Rs. 1,00,000, whichever is less.
Official Resources
The latest legislation, rules, notifications and corporate filing information should be checked from official Government sources: Ministry of Corporate Affairs and India Code.