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Section5
The Companies Act, 2013

Articles

In force From 01 Apr 2014 Act 18 of 2013 As on 15 Oct 2026

Act 18 of 2013 Ministry Corporate Affairs Enacted 29 Aug 2013 In force 01 Apr 2014 Instruments 13

Section 5 of the Companies Act, 2013 deals with articles. The articles of a company shall contain the regulations for management of the company. The Act came into force on 01 Apr 2014.

(1) The articles of a company shall contain the regulations for management of the company.

(2) The articles shall also contain such matters, as may be prescribed:

Provided that nothing prescribed in this sub-section shall be deemed to prevent a company from including such additional matters in its articles as may be considered necessary for its management.

(3) The articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with.

(4) The provisions for entrenchment referred to in sub-section (3) shall only be made either on formation of a company, or by an amendment in the articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company.

(5) Where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of such provisions in such form and manner as may be prescribed.

(6) The articles of a company shall be in respective forms specified in Tables, F, G, H, I and J in Schedule I as may be applicable to such company.

(7) A company may adopt all or any of the regulations contained in the model articles applicable to such company.

(8) In case of any company, which is registered after the commencement of this Act, in so far as the registered articles of such company do not exclude or modify the regulations contained in the model articles applicable to such company, those regulations shall, so far as applicable, be the regulations of that company in the same manner and to the extent as if they were contained in the duly registered articles of the company.

(9) Nothing in this section shall apply to the articles of a company registered under any previous company law unless amended under this Act.

Section 5, The Companies Act, 2013 (Act 18 of 2013).

Related judgements & precedents

These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.

  1. Mannalal Chamaria vs State of West Bengal

    Supreme Court of India 25 Mar 2014 Binding (SC) Marked not reportable

    Court's Decision & Legal Precedent

    A complaint filed under Sections 138 and 141 of the Negotiable Instruments Act, 1881, against company directors must contain specific or at least general allegations of fact stating that the accused person was in charge of and responsible for the conduct of the business of the company at the time the alleged offence was committed. Mere invocation of the statutory language or reference to the legal provision without substantive factual allegations disclosing the accused's position and responsibility is insufficient to constitute a valid complaint capable of proceeding to trial.

    On this section: The Court notes that Section 5 of the Companies Act also makes officers responsible for crimes committed by the company, but the primary analysis focuses on the NI Act.

    Read the full order on eCourts India

The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.

Made under this section, and citing it

5 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.

Another 8 instruments name this provision in its title or its text without being made under it.

All subordinate legislation

Questions about Section 5

What have the courts held on Section 5 of the Companies Act?

Mannalal Chamaria vs State of West Bengal (25 Mar 2014) is the leading judgment on this section among those set out below: The Court notes that Section 5 of the Companies Act also makes officers responsible for crimes committed by the company, but the primary analysis focuses on the NI Act.

How do I find court cases under Section 5 of the Companies Act?

In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 5, section 5 Companies Act, section 5 of the Companies Act. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Mannalal Chamaria vs State of West Bengal (25 Mar 2014).

What should I read with Section 5 of the Companies Act, and has it changed?

The rules and notifications made under it are where it actually bites, and there are 5: most recently G.S.R 643(E) companies Incorporation Third Amendment Rules 2022 dated 18.08.2022 (2022), then G.S.R NO. 363 Companies (Incorporation) second Amendment Rules 2022 dated 20.05.2022 (2022), and 3 more.

When did Section 5 of the Companies Act come into force?

Section 5 of the Companies Act, cited as Companies Act 5, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.

Other sections of this Act

Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.