The Companies Act, 2013
The Companies Act, 2013 is the primary legislation governing corporate entities in India, replacing the Companies Act, 1956. It is central to corporate governance, shareholder rights, minority protection, director duties, and company administration.
Key provisions, by part:
- Company Formation (Sections 1–22): incorporation of public, private, one-person, and Section 8 companies; Memorandum and Articles of Association.
- Share Capital and Debentures (Sections 43–72): issue, allotment, transfer and transmission of shares; preference shares, bonus shares, sweat equity.
- Management and Administration (Sections 73–148): board of directors, meetings and resolutions; director qualifications, appointment and removal (Sections 152–169); related party transactions (Section 188).
- Accounts and Audit (Sections 128–148): financial statements, auditor appointment, cost and internal audit.
- NCLT Remedies (Sections 241–246) — critical for disputes: Section 241 (relief in oppression and mismanagement), Section 242 (NCLT powers to grant relief), Section 244 (right to apply), Section 245 (class actions), Section 246 (winding up applications).
- Compromises, Arrangements, Amalgamations (Sections 230–240): mergers, demergers, and restructuring with NCLT approval.
Key tribunals: the National Company Law Tribunal (NCLT) for original jurisdiction and the National Company Law Appellate Tribunal (NCLAT) for appeals.
Common use cases: incorporation and governance questions, related-party transactions, director duties, and oppression-and-mismanagement or class-action disputes before the NCLT.
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This page is a research summary, not legal advice. For how the Act applies to a specific matter, consult a qualified advocate.
Frequently referenced sections
- Section 188 — Related party transactions
- Section 241 — Application to NCLT for relief from oppression and mismanagement
- Section 242 — Powers of the NCLT to grant relief
- Section 245 — Class action suits by members and depositors
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