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Repealed or not in force

The Indian Companies Act 1882, 6 of 1882, (Rep., Act 1 of 1956)

247 sections ยท As amended up to 2026-08

Sections

  1. 1The capital of the Company shall consist of five lakhs of rupees divided into five thousand shares of one hundred rupees each
  2. 2The directors may, with the sanction of the Company in general meeting, reduce the amount of shares
  3. 3The directors may, with the sanction of the Company in general meeting, cancel any shares belonging to the Company
  4. 4All the articles of Table A shall be deemed to be incorporated with these articles, and to apply to the Company
  5. 5Where an order is made for a winding-up subject to the supervision of the Court, the liquidator appo
  6. 6Where an order has been made for the winding-up of a Company subject to the supervision of the Court
  7. 7M. N. of
  8. 8Where any Company is being wound up, all books, accounts and documents of the Company and of the liq
  9. 9Where any Company has been wound up under this Act and is about to be dissolved, the books, accounts
  10. 10Where a Company is formed on the principle
  11. 11The memorandum of association shall be signed
  12. 12Power of certain Companies to alter memorandum of association
  13. 13Any Company limited by shares may, by special resolution, so far modify the conditions contained in
  14. 14The Company shall, after the date of the passing of any special resolution for reducing its capital,
  15. 15A Company which has passed a special resolution for reducing its capital may apply to the Court by p
  16. 16Creditors may object to reduction, and list of objecting creditors to be settled by Court
  17. 17Court may dispense with consent of creditor on security being given for his debt
  18. 18Order
  19. 19The minute, when registered, shall be deemed to be substituted for the corresponding part of the mem
  20. 20If any creditor who is entitled in respect of any debt or claim to object to the reduction of the capital
  21. 21A minute, when registered, shall be embodied in every copy of the memorandum of association issued a
  22. 22If any director, manager or officer of the Company wilfully conceals the name of any creditor of the
  23. 23Power to reduce capital by cancellation of unissued shares
  24. 24Any Company limited by shares may, by special resolution, so far modify the conditions contained in
  25. 25Special resolution to be embodied in memorandum of association
  26. 26Special provisions as to associations formed for purposes not of gain
  27. 27Nothing herein contained shall be deemed to prevent any Company under this Act, if authorized by its
  28. 28Every share in any Company shall be deemed and taken to have been issued and to be held subject to t
  29. 29Transfer may be registered at request of transferor
  30. 30Warrant of limited shares fully paid up may be issued in name of bearer
  31. 31A share-warrant shall entitle the bearer thereof to the shares or stock specified therein; and such
  32. 32The bearer of a share-warrant shall, subject to the regulations of the Company, be entitled, on surr
  33. 33Regulations of the Company may make the bearer of a share-warrant a member
  34. 34On the issue of a share-warrant in respect of any share or stock, the Company shall strike out of it
  35. 35Stamps on share-warrants
  36. 36Any Company under this Act, with the sanction of a special resolution of the Company passed in manne
  37. 37The memorandum of association may, in the case of a Company limited by shares, and shall, in the cas
  38. 38In the case of a Company limited by shares, if the memorandum of association is not accompanied by a
  39. 39Signature and effect of articles of association
  40. 40Registration of memorandum of association and articles of association with fees as in table B
  41. 41Upon the registration of the memorandum of association, and of the articles of association in cases
  42. 42A copy of the memorandum of association, having annexed thereto the articles of association, if any,
  43. 43No Company shall be registered under a name identical with that by which a subsisting Company is alr
  44. 44The shares or other interest of any member in a Company under this Act shall be moveable property, c
  45. 45The subscribers of the memorandum of association of any Company under this Act shall be deemed to ha
  46. 46Any transfer of the share or other interest of a deceased member of a Company under this Act, made b
  47. 47Section 47
  48. 48Every Company under this Act and having a capital divided into shares shall make, once at least in e
  49. 49After the issue by the Company of a share-warrant, the annual summary required by section forty-eigh
  50. 50If any Company under this Act and having a capital divided into shares makes default in complying wi
  51. 51Company to give notice of consolidation or of conversion of capital into stock
  52. 52Where any Company under this Act and having a capital divided into shares has converted any portion
  53. 53Section 53
  54. 54A certificate under the common seal of the Company, specifying any shares or stock held by any membe
  55. 55The register of members, commencing from the date of the registration of the Company, shall be kept
  56. 56Any Company under this Act may, upon giving notice by advertisement in some newspaper circulating in
  57. 57Where a Company has a capital divided into shares, whether such shares may or may not have been conv
  58. 58If
  59. 59Whenever any order has been made for rectifying the register in the case of a Company hereby require
  60. 60The register of members shall be primd facie evidence of any matters by this Act directed or authorized to be inserted therein
  61. 61In the event of a Company formed under this Act being wound up, every present and past member of suc
  62. 62With respect to the contributions to be required in the event of the winding-up of a limited Company
  63. 63Every Company under this Act shall have a registered office to which all communications and notices
  64. 64Notice of the situation of such registered office and of any change therein shall be given to the Re
  65. 65Every limited Company under this Act, whether limited by shares or by guarantee, shall paint or affi
  66. 66If any limited Company under this Act does not paint or affix, and keep painted or affixed, its name
  67. 67Contracts on behalf of any Company under this Act may be made as follows (that is to say):
  68. 69Every limited banking Company, and every insurance Company, and deposit, provident or benefit Societ
  69. 70Every Company under this Act and not having a capital divided into shares shall keep at its register
  70. 71If any Company under this Act and not having a capital divided into shares makes default in keeping
  71. 72A promissory note, bill of exchange or hundi shall be deemed to have been made, drawn, accepted or e
  72. 73Prohibition against carrying on business with less than seven members
  73. 74A general meeting of every Company under this Act shall be held once at the least in every year
  74. 75Every Company formed under this Act, after the commencement of this Act, shall hold a general meetin
  75. 76Power to alter regulations by special resolution
  76. 77A resolution passed by a Company under this Act shall be deemed to be special whenever a resolution
  77. 78In default of any regulations as to voting, every member shall have one vote, and, in default of any
  78. 79Section 79
  79. 80Where articles of association have been registered, a copy of every special resolution for the time
  80. 81Any Company under this Act may, by instrument in writing under its common seal, empower any person,
  81. 82The Local Government may appoint one or more competent inspectors to examine into the affairs of
  82. 83Application for inspection to be supported by evidence
  83. 84It shall be the duty of all officers and agents
  84. 85Upon the conclusion of the examination, the
  85. 86Power of Company to appoint inspectors
  86. 87A copy of the report of any inspectors appointed under this Act, authenticated by the seal of the Co
  87. 88Prospectus, &c., to specify dates and names of parties to certain prior contracts
  88. 89Any summons, notice, order or other document required to be served upon the Company may be served by
  89. 90Every document to be served by post on the Company shall be posted in such time as to admit of its b
  90. 91Any summons, notice, order or proceeding requiring authentication by the Company may be signed by an
  91. 92Every Company under this Act shall cause minutes of all resolutions and proceedings of general meeti
  92. 93Where a limited Company is plaintiff in any suit, if it appears from the evidence adduced that there
  93. 94In any suit brought by the Company against any member to recover any call or other monies due from s
  94. 95Forms to be used
  95. 96Any Company under this Act may from time to time, by writing under its common seal, agree to refer,
  96. 97The Companies jointly, but not otherwise, from time to time, by writing under their respective commo
  97. 98Every reference or agreement in accordance with this Act, except so far as it is from time to time r
  98. 99Where the Companies agree, the reference shall be made to a single arbitrator
  99. 100Except where the Companies agree that the reference shall be made to a single arbitrator, the reference shall be made as follows, to wit:
  100. 101Where there are to be two or more arbitrators, every Company shall by writing under their common sea
  101. 102Where there are to be two or more arbitrators, if any of the Companies fail to appoint an arbitrator
  102. 103Where the reference is made to two or more arbitrators, if before the matters referred to them are d
  103. 104Where the Company, by which an arbitrator ought to be appointed in the place of the arbitrator so de
  104. 105When any appointment of an arbitrator is made, the Company making the appointment shall have no powe
  105. 106Section 106
  106. 107If the arbitrators do not appoint an umpire within seven days after the reference is made to the arb
  107. 108Where two or more arbitrators are appointed, if before the matters referred to them are determined t
  108. 109If the arbitrators fail to appoint an umpire within seven days after notice in writing to them of th
  109. 110Every arbitrator appointed in the place of a preceding arbitrator, and every umpire appointed in the
  110. 111Where there are two or more arbitrators, if they do not within such a time as the Companies agree on
  111. 112The arbitrator, and the arbitrators and the umpire respectively may call for the production of any d
  112. 113Except where and as the Companies otherwise agree, the arbitrator, and the arbitrators and the umpir
  113. 114The arbitrator, and the arbitrators and the umpire respectively may proceed in the absence of all or
  114. 115The arbitrator, and the arbitrators and the umpire respectively may, if he and they respectively thi
  115. 116The award of the arbitrator, or of the arbitrators or of the umpire, if made in writing under his or
  116. 117Provided always that (except where and as the Companies otherwise agree) the umpire, from time to ti
  117. 118No award made on any arbitration in accordance with this Act shall be set aside for any irregularity or informality
  118. 119Except only so far as the Companies bound by any award in accordance with this Act from time to time
  119. 120Full effect shall be given by the Courts according to their respective jurisdictions, and by the Com
  120. 121Except where and as the Companies otherwise agree, the costs of and attending the arbitration and th
  121. 122Except where and as the Companies otherwise agree, and if and so far as the award does not otherwise
  122. 123On the application of any party interested, the submission to any such arbitration may be filed in t
  123. 124The term "contributory" shall mean every person liable to contribute to the assets of a Company unde
  124. 125The liability of any person to contribute to the assets of a Company under this Act in the event of
  125. 126If any contributory dies either before or after he has been placed on the list of contributories her
  126. 127If any contributory becomes insolvent, either before or after he has been placed on the list of cont
  127. 128A Company under this Act may be wound up by the Court as hereinafter defined under the following circumstances (that is to say):
  128. 129A Company
  129. 130The expression "the Court" as used in this Part of this Act shall mean the principal Court having or
  130. 131Any application to the Court for the winding-up of a Company under this Act shall be by petition, wh
  131. 132No contributory of a Company under this Act shall be capable of presenting a petition for winding-up such Company unless the members of the Company
  132. 133A winding-up of a Company by the Court shall be deemed to commence at the time of the presentation of the petition for the winding-up
  133. 134The Court may, at any time after the presentation of a petition for winding-up a Company under this
  134. 135Upon hearing the petition, the Court may dismiss the same with or without costs, may adjourn the hea
  135. 136When an order has been made for winding-up a Company under this Act, no suit or other proceeding shall be proceeded with or commenced against the
  136. 137When an order has been made for winding-up a Company under this Act, a copy of such order shall fort
  137. 138Such Court may, at any time after an order has been made for winding-up a Company, upon the applicat
  138. 139When an order has been made for winding-up a Company limited by guarantee and having a capital divid
  139. 140Court may have regard to wishes of creditors or contributories
  140. 141For the purpose of conducting the proceedings in winding-up a Company and assisting the Court therei
  141. 142Any official liquidator may resign or be removed by the Court on due cause shown. Any vacancy in the
  142. 143The official liquidator shall be described by the style of the official liquidator of the particular
  143. 144The official liquidator shall have power, with the sanction of the Court, to do the following things:
  144. 146Appointment of attorney or vakil to official liquidator
  145. 149The Court may, at any time after making an order for winding-up a Company, require any contributory
  146. 150The Court may, at any time after making an order for winding-up the Company, make an order on any co
  147. 151The Court may, at any time after making an order for winding-up a Company, and either before or afte
  148. 152The Court may order any contributory, purchaser or other person from whom money is due to the Compan
  149. 153All monies, bills, hundis, notes and other securities paid and delivered into the Bank of Bengal, th
  150. 154Provision in case of representative contributory not paying monies ordered
  151. 155Any order made by the Court in pursuance of this Act upon any contributory shall, subject to the pro
  152. 156The Court may fix a certain day or certain days on or within which creditors of the Company are to p
  153. 158The Court may, in the event of the assets being insufficient to satisfy the liabilities, make an ord
  154. 159Section 159
  155. 160Section 160
  156. 161Penalty for not reporting dissolution of Company
  157. 162Power of Court to summon persons before it suspected of having property of Company
  158. 163The Court may examine upon oath, either by word of mouth or upon written interrogatories, any person
  159. 164Power to arrest contributory about to abscond or to remove or conceal any of his property
  160. 165Any powers by this Act conferred on the Court shall be deemed to be in addition to, and not in restr
  161. 166Section 166
  162. 167Any order made by a Court for or in the course of the winding-up of a Company under this Act shall b
  163. 168Where any order or decree made by one Court is required to be enforced by another Court as hereinbef
  164. 169Re-hearings of, and appeals from, any order or decision made or given in the matter of the winding-u
  165. 170In all proceedings under this Part of this Act, every Court, Judge and person judicially acting, and
  166. 171The Judges of the District Courts, who sit at places more than twenty English miles from the usual p
  167. 172Affidavits, &c., may be sworn in British India, Great Britain or Ireland or abroad, before any competent Court or person
  168. 173A Company under this Act may be wound up voluntarily
  169. 174A voluntary winding-up shall be deemed to commence at the time of the passing of the resolution auth
  170. 175Whenever a Company is wound up voluntarily, the Company shall, from the date of the commencement of
  171. 176Notice of any special resolution or extraordinary resolution passed for winding-up a Company volunta
  172. 177The following consequences shall ensue upon the voluntary winding-up of a Company:
  173. 178Where a Company limited by guarantee and having a capital divided into shares is being wound up volu
  174. 179A Company about to be wound up voluntarily, or in the course of being wound up voluntarily, may, by
  175. 180Any arrangement which a Company about to be wound up voluntarily, or in the course of being wound up
  176. 181Section 181
  177. 182Power for liquidators or contributories in voluntary winding-up to apply to Court
  178. 183Where a Company is being wound up voluntarily, the liquidators may, from time to time, during the co
  179. 184If any vacancy occurs in the office of liquidators appointed by the Company, by death, resignation o
  180. 185If, from any cause whatever, there is no liquidator acting in the case of a voluntary winding-up, th
  181. 186As soon as the affairs of the Company are fully wound up, the liquidators shall make up an account s
  182. 187The liquidators shall make a return to the Registrar of such meeting having been held, and of the da
  183. 188All costs, charges and expenses properly incurred in the voluntary winding-up of a Company, includin
  184. 189The voluntary winding-up of a Company shall not be a bar to the right of any creditor of such Compan
  185. 190Power of Court to adopt proceedings of voluntary winding-up
  186. 191Power of Court, on application, to direct winding-up subject to supervision
  187. 192A petition praying wholly or in part that a voluntary winding-up shall continue, but subject to the
  188. 194Power to Court to appoint additional liquidator in winding-up subject to supervision
  189. 195Where an order is made for a winding-up subject to the supervision of the Court, the liquidator appo
  190. 196Appointment in certain cases of voluntary liquidators to office of official liquidators
  191. 197Where any Company is being wound up by the Court or subject to the supervision of the Court, all dis
  192. 198Where any Company is being wound up, all books, accounts and documents of the Company and of the liq
  193. 199Disposal of books, accounts and documents of Company
  194. 200Where an order has been made for winding-up a Company by the Court or subject to the supervision of
  195. 201The liquidator may, with the sanction of the Court where the Company is being wound up by the Court
  196. 202The liquidator may, with the sanction of the Court where the Company is being wound up by the Court
  197. 203Where compromise proposed, Court may order a meeting of creditors, &c., to decide as to such compromise
  198. 204Power for liquidators to accept shares, &c., as a consideration for sale of property of Company
  199. 205The price to be paid for the purchase of the interest of any dissentient member may be determined by agreement. If the parties dispute about the same,
  200. 206Appointment of arbitrator when questions are to be determined by arbitration
  201. 207If, before the matters so referred are determined, any arbitrator appointed by either party die, or
  202. 208Section 208
  203. 209The said arbitrators or their umpire may call for the production of any documents in the possession
  204. 211On the application of either of the parties, the submission to any such arbitration may be filed in
  205. 212Where any Company is being wound up by the Court or subject to the supervision of the Court, any att
  206. 213Every conveyance, mortgage, delivery of goods, payment, execution or other act relating to property,
  207. 214Power of Court to assess damages against delinquent directors and officers
  208. 215If any director, officer or contributory of any Company wound up under this Act destroys, mutilates,
  209. 216Where any order is made for winding-up a Company by the Court or subject to the supervision of the C
  210. 217If any person, upon any examination upon oath authorized under this Act, or in any affidavit, deposi
  211. 218Where the High Court makes an order for winding-up a Company under this Act, it may, if it thinks fi
  212. 219If
  213. 220The registration of Companies under this Act shall be conducted as follows (that is to say):
  214. 221Application of Act to Companies formed under Act XIX of 1857 or VII of 1860
  215. 222Application of Act to Companies registered under Act XIX of 1857 or VII of 1860
  216. 223Any Company registered under the said Acts or either of them may cause its shares to be transferred
  217. 224With the exceptions made in the next following section and subject to the regulations therein contai
  218. 225The following regulations shall be observed with respect to the registration of Companies under this Part of this Act (that is to say):
  219. 226Section 226
  220. 227Section 227
  221. 228Requisitions for registration by existing Company not being a joint stock Company
  222. 229Where a joint stock Company authorized to
  223. 230The lists of members and directors and any
  224. 231The Registrar may require such evidence as
  225. 232On registration of banking Company with limited liability, notice to be given to customers
  226. 233No fees shall be charged in respect of the registration in pursuance of this Part of this Act of any
  227. 234Any Company authorized by this Part of this Act to register with limited liability shall, for the pu
  228. 235Upon compliance with the requisitions in this Part of this Act contained with respect to registratio
  229. 236A
  230. 237All such property, moveable and immoveable, including all interests and rights in, to and out of pro
  231. 238Registration under this Act not to affect obligations incurred previously to registration
  232. 239All such suits and other legal proceedings as may at the time of the registration of any Company reg
  233. 240When a Company is registered under this Act in pursuance of this Part thereof, all provisions contai
  234. 241The Court may, at any time after the presentation of a petition for winding-up a Company registered
  235. 242Section 242
  236. 243Subject as hereinafter mentioned, any Partnership, Association or Company, except Railway Companies
  237. 244In the event of an unregistered Company being wound up, every person shall be deemed to be a contrib
  238. 246Where an order has been made for winding-up an unregistered Company, in addition to the provisions h
  239. 247If any unregistered Company has no power to sue and be sued in a common name, or if, for any reason,
  240. 248The provisions made by this Part of this Act with respect to unregistered Companies shall be deemed
  241. 250Where, previously to the commencement of this Act, an order has been made for winding-up a Company u
  242. 251Where, previously to the commencement of this Act, any conveyance, mortgage-deed or other instrument
  243. 252Cognizance of offences
  244. 253Subject to the provisions hereinbefore contained, the Court may, in any proceedings under this Act, make such order as to costs as it thinks fit
  245. 254The High Court may from time to time make rules, consistent with this Act and with the Code of Civil
  246. 255In sections 1 and 18 of Act No. XXI of 1860 (for the registration of Literary, Scientific and Charit
  247. 256Act not to apply to Bank of Bengal, Madras or Bombay