Chapter II - Incorporation of Company and Matters Incidental Thereto
Section 6
Section 6: Act to override memorandum, articles, etc.
A company's constitutional documents, agreements and resolutions must comply with the Companies Act. Section 6 makes an inconsistent provision void to the extent of its conflict with the Act.
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Need advice on Section 6?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
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.
Introduction
Section 6 sets a priority rule. It concerns a conflicting clause, rather than automatically cancelling an entire document or resolution.
Key takeaways
Act prevails
The Act has effect despite a contrary memorandum, article, agreement or company resolution, unless the Act expressly provides otherwise.
Partial invalidity
The conflicting provision is void only to the extent of its inconsistency with the Act.
Timing does not cure conflict
The rule applies whether the document or resolution predates or follows the Act's commencement.
Identify the company instrument
Confirm whether the disputed term appears in the memorandum, articles, an agreement executed by the company, or a general meeting or board resolution.
Compare the precise statutory rule
Read the relevant provision of the Act and any express exception alongside the company instrument. Determine the exact point of conflict.
Limit the effect to the conflict
Section 6(b) voids a provision to the extent it is repugnant to the Act. Review the rest of the instrument separately rather than assuming the whole arrangement fails.
Practical checklist
Do
- Check proposed articles, shareholder agreements and board resolutions against the applicable section of the Act.
- Record the specific statutory conflict and the exact words affected.
Avoid
- Do not assume a registered article can override an express statutory requirement.
- Do not treat a whole agreement as void under Section 6 merely because one provision conflicts with the Act.
Glossary
- Repugnant
- Inconsistent with the Act in the relevant respect.
- Memorandum and articles
- The company's registered constitutional documents.
Frequently asked questions
Can shareholders agree to ignore a Companies Act rule?
Section 6 gives the Act priority over a contrary company agreement, save where the Act expressly provides otherwise.
Does an inconsistent clause invalidate the entire agreement?
Section 6(b) makes the provision void to the extent of its conflict with the Act; other effects require examination of the instrument and applicable law.
Need help applying this provision to your situation?
Contact BizeneedLast updated 17 October 2026