# Section 6 – The Act Overrides MOA and AOA

## The hierarchy of sources

A company's rules come from three layers:

1. The Companies Act, 2013 (and rules made thereunder) — the supreme law.

2. The Memorandum — the company's charter.

3. The Articles — internal management.

Section 6 settles which prevails when they clash.

## The two limbs of Section 6

### Limb 1 – Overriding effect of the Act

Provisions of the Companies Act, 2013 shall have overriding effect over the MOA and AOA, unless a particular section expressly provides otherwise.

### Limb 2 – Void provisions in MOA/AOA

Any provision in the MOA or AOA that is contrary to the Act is void.

## The 'more stringent' exception

Section 6 does not stop the MOA/AOA from being more strict than the Act. The articles may prevail over the Act if:

they are more stringent / more strict than the Act, and
they are not inconsistent with the Act.

In other words: articles can raise the bar, but never lower it.

## Practical illustration

If the Act requires an Ordinary Resolution for a particular act but the articles require a Special Resolution, the articles will prevail — the Special Resolution must be obtained, because the articles are more stringent without being inconsistent.

Conversely, if the Act requires a Special Resolution and the articles purport to allow the act by mere board approval, the articles are void to that extent.

Worked example

### Example 1

Stricter AOA prevails: The Act says an ordinary resolution suffices for a particular contract. ABC Ltd's articles require an SR for it. ABC must pass an SR — the more stringent article governs.

### Example 2

AOA cannot dilute the Act: The Act requires an SR to alter the MOA. If an article purports to allow alteration by board resolution alone, that article is void; only an SR (or higher) will do.

⚠️ Common exam mistakes

Assuming MOA/AOA always prevail over the Act — they don't; the Act prevails unless it itself permits override.
Assuming the Act always prevails over AOA — false where the AOA is merely STRICTER and not inconsistent.
Forgetting that an inconsistent provision in MOA/AOA is VOID, not just unenforceable — it has no legal existence.

Bare-Act text Section 6 · The Companies Act, 2013 · click to expand

Section 6: Save as otherwise expressly provided in this Act— (a) the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the memorandum or articles 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, whether the same be registered, executed or passed, as the case may be, before or after the commencement of this Act; and (b) any provision contained in the memorandum, articles, agreement or resolution shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Act to Override Memorandum and Articles – Section 6

Worked example

⚠️ Common exam mistakes