# Act to Override Memorandum, Articles, etc. (Section 6)

## The Rule

The provisions of the Companies Act, 2013 have overriding effect over the provisions contained in the memorandum and articles of the company, unless a particular section expressly provides otherwise.

Any provision in the MOA or AOA that is contrary to the Act shall be void to the extent of such inconsistency.

## The Exception — The Stricter Articles Rule

The articles can prevail over the Act only in one situation: when they are more stringent / more strict than the Act, and there is no actual inconsistency with the Act.

This is because making a procedure stricter does not contradict the Act — it simply imposes a higher standard than the Act requires.

### Classic Illustration

The Act requires an ordinary resolution for a particular act (say, the appointment of an auditor in certain situations).
The Articles require a special resolution for the same act.
→ The Articles prevail, because they are stricter, not contrary to, the Act.

If instead the Act required a special resolution and the Articles tried to permit it by an ordinary resolution, the Articles would be void to that extent (less stringent ≠ permissible).

## Hierarchy Recap

1. The Companies Act, 2013 (and any other applicable statute)

2. The Memorandum of the company

3. The Articles of the company

A stricter article can co-exist with the Act, but never a softer one.

Worked example

### Example 1

Example — Stricter AOA Prevails: The Act allows alteration of name by special resolution and CG approval. ABC Ltd's articles require, in addition, the prior written consent of 90% of the equity shareholders. The articles are valid and enforceable — they impose a stricter requirement that does not contradict the Act.

### Example 2

Example — Softer AOA is Void: The Act mandates that any related-party transaction above the prescribed threshold requires an ordinary resolution. XYZ Ltd's articles say 'no resolution is needed for related-party transactions.' This article is void to that extent because it dilutes a statutory requirement.

⚠️ Common exam mistakes

Treating the AOA as supreme — it is always subordinate to both the MOA and the Act.
Believing the AOA can never be stricter than the Act — it can, and in that case it prevails.
Forgetting that the override does not apply when a specific section of the Act expressly says otherwise.

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

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.

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Act to Override Memorandum and Articles (Section 6)

Worked example

⚠️ Common exam mistakes