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The Companies Act,1956

Title : The Companies Act,1956

Year : 1956



A certificate of incorporation given by the Registrar in respect of any association shall be conclusive evidence that all the requirements of this Act have been complied with in respect of registration and matters precedent and incidental thereto, and that the association is a company authorised to be registered and duly registered under this Act.



(1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed by the company and by each member, and contained covenants on its and his part to observe all the provisions of the memorandum and of the articles.

(2) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company.



(1) In the case of a company limited by guarantee and not having a share capital, and registered on or after the first day of April, 1914, every provision in the memorandum or articles or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member shall be void.

(2) For the purpose of the provisions of this Act relating to the memorandum of a company limited by guarantee and of this section, every provision in the memorandum or articles, or in any resolution, of any company limited by guarantee and registered on or after the first day of April, 1914, purporting to divide the undertaking of the company into shares or interests, shall be treated as a provision for a share capital, notwithstanding that the nominal amount or number of the shares or interests is not specified thereby.



Notwithstanding anything in the memorandum or articles of a company, no member of the company shall be bound by an alteration made in the memorandum or articles after the date on which he became a member, if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date, to contribute to the share capital of, or otherwise to pay money to, the company:

1*[Provided that this section shall not apply -

(a) in any case where the member agrees in writing either before or after a particular alteration is made, to be bound by the alteration; or

(b) In any case where the company is a club or the company is any other association and the alteration requires the member to pay recurring or periodical subscriptions or charges at a higher rate although he does not agree in writing to be bound by the alteration.]

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1. Substituted by Act 65 of 1960, Section 12, for the proviso (w.e.f. 28-12-1960).

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(1) A company shall, on being so required by a member, send to him within seven days of the requirement and subject to the payment of a fee of one rupee, a copy each of the following documents as in force for the time being-

(a) The memorandum;

(b) The articles, if any;

1[***]

(d) Every other agreement and every resolution referred to in section 192, if and insofar as they have not been embodied in the memorandum or articles.

(2) If a company makes default in complying with the requirements of this section, the company, and every officer of the company who is in default, shall be punishable, for each offence, with fine which may extend to2[five hundred rupees].

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1. Clause (c) omitted by Act 53 of 2000, Section 10 (w.e.f. 13-12-2000).

2. Substituted by Act 53 of 2000, Section 10, for "fifty rupees" (w.e.f. 13-12-2000).

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Section -40 Alteration of memorandum or articles, etc., to be noted in every copy

(1) Where an alteration is made in the memorandum or articles of a company,1[***] or any resolution, referred to in section 192, every copy of the memorandum, articles, agreement or resolution issued after the date of the alteration shall be in accordance with the alteration

(2) If, at any time, the company issues any copies of the memorandum, articles, resolution or agreement, which are not in accordance with the alteration or alterations made therein before that time, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to2*[one hundred rupees] for each copy so issued.

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1. Certain words omitted by Act 53 of 2000, Section 11 (w.e.f. 13-12-2000).

2. Substituted by Act 53 of 2000, Section 11, for "ten rupees" (w.e.f. 13-12-2000).

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Last updated on September, 2016

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