Corporate law and company articles: resolving complementarity, conflict and congruence



Articles of a company are the rulebook for the indoor management of a company and should be observed at all times subject to the provisions of the Companies Act, 2013 (“the Act”) which has an overriding effect on the articles of a company. Any inconsistency in the articles of a company to that of the Act is ultra vires and gives the Act an upper hand. However, when an apparent inconsistency arises on account of a stricter provision in the articles, can articles be disregarded on grounds of repugnancy? Or whether there can be legal enforceability of articles that are complementing the main provisions of the Act without defeating the intent of law? The question assumes importance in light of certain practical situations which cropped up recently.

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