Section 17 – Copies of Memorandum, Articles, etc., to be Given to Members
# Section 17 – Copies of Memorandum, Articles, etc., to be Given to Members
## Core Obligation
Every company has a duty to provide its foundational documents to its members on request. This ensures transparency and allows members to understand the framework that governs the company.
## Requirements at a Glance
Requirement
Detail
Triggered by
Request from a member
Payment
Member must pay prescribed fees
Timeline
Within 7 days of the request
Documents to be sent
(a) Memorandum of Association (MoA); (b) Articles of Association (AoA); (c) Every agreement and resolution under Section 117(1) not already included in the MoA/AoA
## Penalty for Default
If a company fails to comply with Section 17:
Who is liable: Company AND every officer in default (OID)
Quantum of penalty: Rs. 1,000 per day of default
Maximum cap: Rs. 1,00,000 (per default)
> Note: The penalty is for each default – so if multiple members make separate requests and the company fails on each, the cap applies to each instance.
## Why this matters
This section operationalises the principle of constructive notice by giving members a legal right to actually inspect/own copies of the governing documents – they cannot be expected to be bound by documents they have no access to.
Worked example
### Example 1
Q: Mr. X, a shareholder of ABC Ltd., applied on 1st June 2026 for copies of MoA and AoA along with prescribed fees. The company sent the documents only on 20th June 2026. What is the consequence?
A: The company was required to deliver the documents within 7 days, i.e., by 8th June 2026. There is a delay of 12 days (9th June to 20th June). Penalty: Rs. 1,000 × 12 = Rs. 12,000, payable by the company and each OID. Since this is below the Rs. 1 lakh cap, the full Rs. 12,000 is leviable.
### Example 2
Q: If the delay in supplying documents extends to 150 days, what is the penalty?
A: Rs. 1,000 × 150 = Rs. 1,50,000. However, the maximum cap is Rs. 1,00,000 per default. Therefore, the company and each OID will pay Rs. 1,00,000 only.
⚠️ Common exam mistakes
Forgetting that fees must be paid by the member before the company's obligation is triggered – it is not a free service.
Missing that Section 117(1) resolutions/agreements NOT already in MoA/AoA must also be supplied – not just MoA and AoA.
Applying the Rs. 1,00,000 cap to total defaults instead of per default.
Believing only the company is liable – every officer in default is also personally liable.
Bare-Act text Section 17 · Companies Act, 2013 · click to expand
Section 17 – Copies of memorandum, articles, etc., to be given to members.
(1) A company shall, on being so requested by a member, send to him within seven days of the request and subject to the payment of such fees as may be prescribed, a copy of each of the following documents, namely: (a) the memorandum; (b) the articles; and (c) every agreement and every resolution referred to in sub-section (1) of section 117, if and in so far as they have not been embodied in the memorandum or articles.
(2) If a company makes any default in complying with the provisions of this section, the company and every officer who is in default shall be liable for each default, to a penalty of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.