Section 6 of the Companies Act, 2013: Act to Override Memorandum, Articles, Agreements and Resolutions
Section 6 establishes the statutory supremacy of the Companies Act, 2013 over inconsistent provisions in a company's memorandum of association (MOA), articles of association (AOA), agreements and resolutions.
What Section 6 provides
The opening words, "Save as otherwise expressly provided in this Act", mean that the overriding rule applies subject to any express exception contained elsewhere in the Companies Act, 2013.
Clause (a): the provisions of the Act prevail despite anything contrary in the memorandum or articles of a company, an agreement executed by it, or a resolution passed by the company in general meeting or by its Board of Directors. This applies whether the document, agreement or resolution came before or after commencement of the Act.
Clause (b): to the extent that a provision in such memorandum, articles, agreement or resolution is repugnant to the Act, that inconsistent provision becomes or is void, as applicable.
Meaning and legal effect of Section 6
Section 6 is an overriding provision. It gives the Companies Act, 2013 priority where a company's internal constitutional documents, contractual arrangements or corporate resolutions conflict with the Act. The inconsistency is ineffective only to the extent of the conflict; Section 6 does not, merely by its wording, invalidate unrelated and compliant parts of the same document.
Documents and decisions covered
The provision expressly covers the company's memorandum, articles, agreements executed by the company, resolutions passed in a general meeting, and resolutions passed by the Board of Directors. Accordingly, corporate governance and contractual arrangements must remain consistent with mandatory requirements of the Act.
Practical significance for companies
Before adopting or relying on an MOA or AOA clause, shareholders' or other company agreement, or a Board or general meeting resolution, the company should check whether the proposed provision conflicts with the Companies Act, 2013. If there is a conflict, Section 6 gives effect to the Act and renders the repugnant provision ineffective to that extent.
Relationship with Sections 4 and 5
Section 4 deals with the memorandum of a company, while Section 5 deals with its articles. Section 6 operates as the overriding rule where provisions in those constitutional documents are contrary to the Act.
Official legal sources
For the authoritative statutory text and current legislative material, refer to the Ministry of Corporate Affairs and India Code. The statutory text should be checked together with applicable amendments, notifications, rules and judicial decisions relevant to the particular issue.
Related Companies Act provisions
Continue with Sections 3 to 20 of the Companies Act, 2013, including Section 7 - Incorporation of Company, Section 13 - Alteration of Memorandum and Section 14 - Alteration of Articles.
This article is intended for general legal information. For a transaction, dispute or compliance decision, the current statutory text and facts should be examined.