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Companies Act Overrides Memorandum & Articles Of Association

Short forms, referred hereinafter:
MOA - Memorandum of Association 
AOA - Articles of Association

Section 6 of the Companies Act 2013, talks about the cases where Companies Act overrides Memorandum and Articles of Association.

Overriding provision

The provisions of the said Act shall have effect notwithstanding anything to the contrary contained in 
  • the MOA or AOA 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.
This will be applicable whether or not the above documents are registered, executed or passed, as the case may be, before or after the commencement of the said Act.
Provisions to be void

Any provision contained in the MOA / AOA / agreement / resolution shall, to the extent to which it is repugnant (meaning : in conflict with) to the provisions of the said Act, become or be void, as the case may be.

Earlier similar provisions were in the section 9 of the Companies Act, 1956.

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