# 'Shall' vs 'May' in Statutes
## The Basic Rule
| Word | Presumption Raised | Nature |
|---|---|---|
| Shall | Something is mandatory / imperative | Compulsory — must be followed |
| May | Something is directory / enabling | Optional — provides power or option |
## Why is this important?
The difference between mandatory and directory provisions has serious legal consequences:
- Mandatory ('shall'): Non-compliance leads to invalidity of the act
- Directory ('may'): Non-compliance may not invalidate the act
## Important Caveat — Context Matters
The rule is a presumption, NOT absolute. Sometimes:
- 'May' has to be read as 'Shall' (mandatory)
- 'Shall' may have to be read as 'May' (directory)
The true test is the intention of the legislature and the context in which the word is used.
## Example: Section 3 of the Companies Act, 2013
> "A company may be formed for any lawful purpose by ..."
At first glance, 'may' suggests an option. But in this context:
- A company cannot be formed for an UNLAWFUL purpose
- The requirement is mandatory
- Therefore, 'may' here is read as 'shall' for the purpose of legal formation
Usage of 'may' here makes it mandatory for a company to comply with Section 3 for its formation.
## Practical Tests to Distinguish
When reading a statutory provision, consider:
1. What is the object of the Act?
2. What was the intention of the legislature?
3. What are the consequences of non-compliance?
4. Does treating it as directory defeat the purpose of the provision?
If treating 'may' as optional defeats the purpose → read as 'shall'
If treating 'shall' as mandatory leads to absurd results → may be read as 'may'
## Summary
> 'Shall' = generally mandatory
> 'May' = generally directory
> But always check legislative intent and context