Section 310 of the Companies Act, 2013
Section 310 of the Companies Act, 2013 – Power of Company to Make Rules
Overview:
Section 310 grants the company itself the power to make rules for regulating its internal affairs and management, subject to the provisions of the Companies Act and its Articles of Association.
Key Provisions:
Company’s Power to Make Rules:
The company may, by passing a resolution in a general meeting, make rules to regulate:
The management of the company,
The conduct of its business,
The duties and responsibilities of officers,
The procedure for meetings,
And other related matters.
Consistency with the Act and Articles:
Such rules must not be inconsistent with the provisions of the Companies Act, 2013, or the company’s Articles of Association.
Binding Nature:
Once made, these rules become binding on the company and its members.
Flexibility:
This section provides flexibility to companies to govern their internal affairs without always needing to amend the Articles of Association.
Purpose:
To empower companies to frame detailed internal regulations that help smooth functioning,
To avoid procedural gaps by providing clear guidelines,
To allow the company to adapt internal management without the need for constant amendments in formal documents.
Example:
A company may pass a resolution to make rules for:
The conduct of Board meetings,
Delegation of powers to officers,
Code of conduct for employees.
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