Act to override memorandum, articles, etc
📚 Law Minded summary
A tie-breaker. Where the Companies Act says one thing and a company's own memorandum, articles, agreements or board resolutions say another, the Act wins.
Anything in those documents that conflicts with the Act is simply void. A company cannot contract its way out of the law by writing something different into its own rulebook.
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.
All sections in Chapter II — Incorporation of Company and Matters Incidental Thereto