| SECTIONS |
COMPANIES
ACT, 1956 |
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Preamble |
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PART I : PRELIMINARY |
| 1. |
Short
title, commencement and extent |
| 2. |
Definitions |
| 2-A. |
Interpretation
of certain words and expressions |
| 3. |
Definitions
of "company", "existing company", "private company" and
"public company" |
| 4. |
Meaning
of "holding company" and "subsidiary" |
| 4-A. |
Public
financial institutions |
| 5. |
Meaning
of "officer who is in default" |
| 6. |
Meaning
of "relative" |
| 7. |
Interpretation
of "person in accordance with whose directions or instructions
directors are accustomed to act" |
| 8. |
Power
of Central Government to declare an establishment not
to be a branch office |
| 9. |
Act
to override memorandum, articles, etc. |
| 10. |
Jurisdiction
of Courts |
| 10-A. |
[Repealed] |
| 10-B. |
[Repealed] |
| 10-C. |
[Repealed] |
| 10-D. |
[Repealed] |
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PART IA : BOARD OF COMPANY LAW
ADMINISTRATION |
| 10-E. |
Constitution
of Board of Company Law Administration |
| 10-F. |
Appeals
against the order of the Company Law Board |
| 10-FA. |
Dissolution
of Company Law Board |
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PART IB : NATIONAL COMPANY LAW
TRIBUNAL |
| 10-FB. |
Constitution
of National Company Law Tribunal |
| 10-FC. |
Composition
of Tribunal |
| 10-FD. |
Qualifications
for appointment of President and Members |
| 10-FE. |
Term
of office of President and Members |
| 10-FF. |
Financial
and administrative powers of Member Administration |
| 10-FG. |
Salary,
allowances and other terms and conditions of service of
President, and other Members |
| 10-FH. |
Vacancy
in Tribunal |
| 10-FI |
Resignation
of President and Member |
| 10-FJ. |
Removal
and suspension of President or Member |
| 10-FK. |
Officers
and employees of Tribunal |
| 10-FL. |
Benches
of Tribunal |
| 10-FM. |
Order
of Tribunal |
| 10-FN. |
Power
to review |
| 10-FO. |
Delegation
of powers |
| 10-FP. |
Power
to seek assistance of Chief Metropolitan Magistrate and
District Magistrate |
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PART IC : APPELLATE TRIBUNAL |
| 10-FQ. |
Appeal
from order of Tribunal |
| 10-FR. |
Constitution
of Appellate Tribunal |
| 10-FS. |
Vacancy
in Appellate Tribunal, etc. |
| 10-FT. |
Term
of office of Chairperson and Members |
| 10-FU. |
Designation
of Chairperson and Members |
| 10-FV. |
Removal
and suspension of Chairperson and Members of Appellate
Tribunal |
| 10-FW. |
Salary,
allowances and other terms and conditions of service of
Chairperson and Members |
| 10-FX. |
Selection
Committee |
| 10-FY. |
Chairperson
etc., to be public servants |
| 10-FZ. |
Protection
of action taken in good faith |
| 10-FZA. |
Procedure
and powers of Tribunal and Appellate Tribunal |
| 10-G. |
Power
to punish for contempt |
| 10-GA. |
Staff
of Appellate Tribunal |
| 10-GB. |
Civil
Court not to have jurisdiction |
| 10-GC. |
Vacancy
in Tribunal or Appellate Tribunal not to invalidate acts
or proceedings |
| 10-GD. |
Right
to legal representation |
| 10-GE. |
Limitation |
| 10-GF. |
Appeal
to Supreme Court |
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PART II : INCORPORATION OF COMPANY
AND MATTERS INCIDENTAL THERETO |
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Certain companies, associations and partnerships
to be registered as companies under Act |
| 11. |
Prohibition
of associations and partnerships exceeding certain number |
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Memorandum of Association |
| 12. |
Mode
of forming incorporated company |
| 13. |
Requirements
with respect to memorandum |
| 14. |
Form
of memorandum |
| 15. |
Printing
and signature of memorandum |
| 15-A. |
Special
provision as to alteration of memorandum consequent on
alteration of name of State of Madras |
| 15-B. |
Special
provision as to alteration of memorandum consequent on
alteration of name of State of Mysore |
| 16. |
Alteration
of memorandum |
| 17. |
Special
resolution and confirmation by Company Law Board required
for alteration of memorandum |
| 17-A. |
Change
of registered office within a State |
| 18. |
Alteration
to be registered within three months |
| 19. |
Effect
of failure to register |
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Provisions with respect to names of companies |
| 20. |
Companies
not to be registered with undesirable names |
| 21. |
Change
of name by company |
| 22. |
Rectification
of name of company |
| 23. |
Registration
of change of name and effect thereof |
| 24. |
Change
of name of existing private limited companies |
| 25. |
Power
to dispense with "Limited" in name of charitable or other
company |
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Articles of Association |
| 26. |
Articles
prescribing regulations |
| 27. |
Regulations
required in case of unlimited company, company limited
by guarantee or private company limited by shares |
| 28. |
Adoption
and application of Table A in the case of companies limited
by shares |
| 29. |
Form
of articles in the case of other companies |
| 30. |
Form
and signature of articles |
| 31. |
Alteration
of articles by special resolution |
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Change of registration of companies |
| 32. |
Registration
of unlimited company as limited, etc. |
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General provisions with respect to memorandum
and articles |
| 33. |
Registration
of memorandum and articles |
| 34. |
Effect
of registration |
| 35. |
Conclusiveness
of certificate of incorporation |
| 36. |
Effect
of memorandum and articles |
| 37. |
Provision
as to companies limited by guarantee |
| 38. |
Effect
of alteration in memorandum or articles |
| 39. |
Copies
of memorandum and articles, etc., to be given to members |
| 40. |
Alteration
of memorandum or articles, etc., to be noted in every
copy |
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Membership of company |
| 41. |
Definition
of "member" |
| 42. |
Membership
of holding company |
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Private companies |
| 43. |
Consequences
of default in complying with conditions constituting a
company a private company |
| 43-A. |
Private
company to become public company in certain cases |
| 44. |
Prospectus
or statement in lieu of prospectus to be filed by private
company on ceasing to be private company |
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Reduction of number of members below
legal minimum |
| 45. |
Members
severally liable for debts where business carried on with
fewer than seven, or in the case of a private company,
two members |
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Contracts and deeds, investments, seal,
etc. |
| 46. |
Form
of contracts |
| 47. |
Bills
of exchange and promissory notes |
| 48. |
Execution
of deeds |
| 49. |
Investments
of company to be held in its own name |
| 50. |
Power
for company to have official seal for use outside India |
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Service of documents |
| 51. |
Service
of documents on company |
| 52. |
Service
of documents on Registrar |
| 53. |
Service
of documents on members by company |
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Authentication of documents and proceedings |
| 54. |
Authentication
of documents and proceedings |
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PART III : PROSPECTUS AND ALLOTMENT,
AND OTHER MATTERS RELATING TO ISSUE OF SHARES OR DEBENTURES |
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Prospectus |
| 55. |
Dating
of prospectus |
| 55-A. |
Powers
of Securities and Exchange Board of India |
| 56. |
Matters
to be stated and reports to be set out in prospectus |
| 57. |
Expert
to be unconnected with formation or management of company |
| 58. |
Expert's
consent to issue of prospectus containing statement by
him |
| 58-A. |
Deposits
not to be invited without issuing an advertisement |
| 58-AA. |
Small
depositors |
| 58AAA. |
Default
in acceptance or refund of deposits to be cognizable |
| 58-B. |
Provisions
relating to prospectus to apply to advertisement |
| 59. |
Penalty
and interpretation |
| 60. |
Registration
of prospectus |
| 60-A. |
Filing
of shelf prospectus |
| 60-B. |
Information
memorandum |
| 61. |
Terms
of contract mentioned in prospectus or statement in lieu
of prospectus, not to be varied |
| 62. |
Civil
liability for mis-statements in prospectus |
| 63. |
Criminal
liability for mis-statements in prospectus |
| 64. |
Document
containing offer of shares or debentures for sale to be
deemed prospectus |
| 65. |
Interpretation
of provisions relating to prospectuses |
| 66. |
Newspaper
advertisements of prospectus |
| 67. |
Construction
of references to offering shares or debentures to the
public, etc. |
| 68. |
Penalty
for fraudulently inducing persons to invest money |
| 68-A. |
Personation
for acquisition, etc., of shares |
| 68-B. |
Initial
offer of securities to be in dematerialised form in certain
cases |
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Allotment |
| 69.. |
Prohibition
of allotment unless minimum subscription received |
| 70. |
Prohibition
of allotment in certain cases unless statement in lieu
of prospectus delivered to Registrar |
| 71. |
Effect
of irregular allotment |
| 72. |
Applications
for, and allotment of, shares and debentures |
| 73. |
Allotment
of shares and debentures to be dealt in on stock exchange |
| 74. |
Manner
of reckoning fifth, eighth and tenth days in sections
72 and 73 |
| 75. |
Return
as to allotments |
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Commissions and discounts |
| 76. |
Power
to pay certain commissions and prohibition of payment
of all other commissions, discounts, etc. |
| 77. |
Restrictions
on purchase by company, or loans by company for purchase,
of its own or its holding company's shares |
| 77-A. |
Power
of company to purchase its own securities |
| 77-AA. |
Transfer
of certain sums to capital redemption reserve account |
| 77-B. |
Prohibition
for buy-back in certain circumstances |
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Issue of shares at premium and discount |
| 78. |
Application
of premiums received on issue of shares |
| 79. |
Power
to issue shares at a discount |
| 79-A. |
Issue
of sweat equity shares |
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Issue and redemption of preference shares |
| 80. |
Power
to issue redeemable preference shares |
| 80-A. |
Redemption
of irredeemable preference shares, etc. |
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Further issue of capital |
| 81. |
Further
issue of capital |
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PART IV : SHARE CAPITAL AND DEBENTURES |
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Nature, numbering and certificate of shares |
| 82. |
Nature
of shares or debentures |
| 83. |
Numbering
of shares |
| 84. |
Certificate
of shares |
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Kinds of share capital |
| 85. |
Two
kinds of share capital |
| 86. |
New
issues of share capital to be only of two kinds |
| 87. |
Voting
rights |
| 88. |
[Repealed] |
| 89. |
Termination
of disproportionately excessive voting rights in existing
companies |
| 90. |
Savings |
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Miscellaneous provisions as to share capital |
| 91. |
Calls
on shares of same class to be made on uniform basis |
| 92. |
Power
of company to accept unpaid share capital, although not
called up |
| 93. |
Payment
of dividend in proportion to amount paid-up |
| 94. |
Power
of limited company to alter its share capital |
| 94-A. |
Share
capital to stand increased where an order is made under
section 81(4) |
| 95. |
Notice
to Registrar of consolidation of share capital, conversion
of shares into stock, etc. |
| 96. |
Effect
of conversion of shares into stock |
| 97. |
Notice
of increase of share capital or of members |
| 98. |
Power
of unlimited company to provide for reserve share capital
on registration |
| 99. |
Reserve
liability of limited company |
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Reduction of share capital |
| 100. |
Special
resolution for reduction of share capital |
| 101. |
Application
to court for confirming order, objections by creditors,
and settlement of list of objecting creditors |
| 102. |
Order
confirming reduction and powers of court on making such
order |
| 103. |
Registration
of order and minute of reduction |
| 104. |
Liability
of members in respect of reduced shares |
| 105. |
Penalty
for concealing name of creditor, etc. |
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Variation of shareholder’s rights |
| 106. |
Alteration
of rights of holders of special classes of shares |
| 107. |
Rights
of dissentient shareholders |
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Transfer of shares and debentures |
| 108. |
Transfer
not to be registered except on production of instrument
of transfer |
| 108-A. |
Restriction
on acquisition of certain shares |
| 108-B. |
Restriction
on transfer of shares |
| 108-C. |
Restriction
on the transfer of shares of foreign companies |
| 108-D. |
Power
of Central Government to direct companies not to give
effect to the transfer |
| 108-E. |
Time
within which refusal to be communicated |
| 108-F. |
Nothing
in sections 108A to 108D to apply to Government Companies,
etc. |
| 108-G. |
Applicability
of the provisions of sections 108A to 108F |
| 108-H. |
Construction
of certain expressions used in sections 108A to 108G |
| 108-I. |
Penalty
for acquisition or transfer of share in contravention
of sections 108A to 108D |
| 109. |
Transfer
by legal representative |
| 109-A. |
Nomination
of shares |
| 109-B. |
Transmission
of shares |
| 110. |
Application
for transfer |
| 111. |
Power
to refuse registration and appeal against refusal |
| 111-A. |
Rectification
of register on transfer |
| 112. |
Certification
of transfers |
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Issue of certificate of shares, etc. |
| 113. |
Limitation
of time for issue of certificates |
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Share warrants |
| 114. |
Issue and effect of share warrants to bearer |
| 115. |
Share warrants and entries in register of members |
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Penalty for personation of shareholder |
| 116. |
Penalty for personation of shareholder |
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Special prvisions as to debentures |
| 117. |
Debentures with voting rights not to be issued hereafter |
| 117-A. |
Debenture trust deed |
| 117-B. |
Appointment of debenture trustees and duties of debenture trustees |
| 117-C. |
Liability of company to create security and debenture
redemption reserve |
| 118. |
Right to obtain copies of and inspect trust deed |
| 119. |
Liability of trustees for debenture-holders |
| 120. |
Perpetual debentures |
| 121. |
Power to re-issue redeemed debentures in certain cases |
| 122. |
Specific performance of contract to subscribe for debentures |
| 123. |
Payments of certain debts out of assets subject to floating charge
in priority to claims under the charge |
