Treat a member’s document request as a statutory service task
Section 17 of the Companies Act, 2013 requires a company, when requested by a member and subject to prescribed fees, to send the specified documents within seven days of the request. The package comprises the memorandum, articles and the agreements or resolutions referred to in section 117(1), insofar as they have not been embodied in the memorandum or articles. A company should therefore maintain both an intake deadline and a controlled current document set. Official section 17 text.
This guide addresses member-copy requests and constitutional-document version control as checked on 25 October 2026. It does not treat an outsider’s enquiry as a member request or replace separate rights to inspect registers, minutes or Registrar-held documents. Those routes have different scope and procedures.
Confirm standing, scope and fee without creating delay
Record the requester’s identity, membership evidence, request date, documents sought and delivery details. Where an agent acts for a member, verify authority and retain it. If identity, scope or fee payment needs clarification, communicate promptly and preserve the chronology. Do not invent a seven-working-day rule, an internal approval prerequisite or an indefinite extension while a request passes between departments.
The Act makes supply subject to the prescribed fee. Establish the applicable fee basis from the governing framework before demanding payment; an internal copying tariff is not by itself proof of a statutory entitlement to that amount. The numerical examples do not posit a per-page or flat fee. Nor do they assume that a disputed fee automatically stops the statutory clock: analyse the actual request and payment facts and document the legal position.
The current articles may need more than a downloaded incorporation file
Section 15(1) requires every alteration to be noted in every copy of the memorandum or articles, as applicable. Retain an amendment register linking each valid alteration to the updated text, approvals, effective date and supporting filing evidence. Verify whether the requested version reflects all effective amendments; neither an old incorporation PDF nor a file name saying “latest” establishes that fact. Official section 15 text.
Section 117(1) separately requires every resolution that alters the articles, and every agreement referred to in section 117(3), to be embodied in or annexed to every copy of the articles issued after that resolution or agreement. For the section 17 package, map relevant resolutions and agreements to what is already embodied and what must still accompany the copies. This is not permission to send every confidential company contract indiscriminately. Identify the statutory category and the extent of the member’s request. Read section 117’s filing and attachment framework.
Design a dispatch trail that can establish performance
Use a document manifest identifying the memorandum version, articles version, attached resolution or agreement dates and page counts. Have the responsible secretarial team check completeness before dispatch. Preserve the request, applicable fee record, outgoing message or dispatch receipt and the exact files sent. A later statement that “the documents were available on MCA” does not itself prove that the company sent the member the statutory package.
A board agenda should not be used as a routine bottleneck for supplying documents the company already has a duty to send. Assign an accountable owner and backup, use a deadline alert and maintain a record of queries. If electronic supply is used, retain proof of the actual delivery route and files; do not assume a general website link conclusively establishes compliance in every disputed case.
Daily delay and stale-copy penalties use different units
Section 17(2) prescribes, for each default, ₹1,000 for each continuing day or ₹1 lakh, whichever is lower, for the company and each officer in default. Identify who is legally in default rather than multiplying by every director’s name. Section 15(2), by contrast, uses ₹1,000 for every copy issued without the required alteration. A timely dispatch of obsolete articles therefore raises a different issue from a late dispatch of correct articles. Do not casually collapse the two provisions into one penalty or assume that one cap governs both.
Section 446B provides reduced penalty exposure for qualifying OPCs, small companies, start-up companies and Producer Companies and the persons covered in relation to them: no more than one-half of the specified penalty, with its stated company and individual caps. Eligibility must be proved; being privately held alone is insufficient. The normal-rate examples below expressly assume section 446B does not apply unless stated. These are statutory exposure workings, not predictions of an adjudication finding or a demand to pay without the proper process. Official section 446B text and definitions.
Common mistakes and corrective handling
Do not count a timely acknowledgement as document supply, omit unembodied relevant resolutions, reuse a stale template after an amendment, price the statutory right using an unsupported tariff or treat the ₹1 lakh section 17 limit as one common cap for all liable persons. Where a defect is found, send the correct complete package promptly, retain the original chronology and correction evidence, and assess exposure and relief on the actual facts.
Six worked illustrations
All facts and amounts below are fictional. Assumptions describe the model, not additional statutory rules.
Illustrative example 1: Calendar control
Assume a complete qualifying request and payment are received on 5 October 2026, with the request date excluded for this ordinary calendar-day model and no special time-computation issue. Seven days leads to 12 October 2026. An internal target of 19 October would be 14 days after receipt and seven days later than the model deadline.
Illustrative example 2: Twelve established default days
For a normal-rate company, assume the adjudication facts establish one section 17 default continuing for 12 days. The working is min(12 × ₹1,000, ₹1,00,000) = ₹12,000 for the company. The amount does not include a presumed fee or other default.
Illustrative example 3: Daily calculation reaches the cap
For one established default continuing 135 days, the uncapped working is ₹1,35,000. Section 17’s ₹1,00,000 limit reduces the normal-rate exposure for each liable person to ₹1,00,000, a ₹35,000 difference.
Illustrative example 4: Separate liable persons
For the same 12-day default, assume the company and exactly two officers are legally found in default and no relief applies. Each has a ₹12,000 normal-rate working; combined exposure is 3 × ₹12,000 = ₹36,000. This is not one ₹12,000 sum shared among three persons.
Illustrative example 5: Eight stale copies
Assume eight copies of articles are established to have been issued without a required alteration and no section 446B relief applies. Section 15’s unit-based working is 8 × ₹1,000 = ₹8,000 for each person legally liable. Do not substitute eight days for eight copies.
Illustrative example 6: Qualifying reduced-penalty ceiling
Assume section 446B eligibility is established for the 12-day section 17 default. Half of the normal ₹12,000 working is ₹6,000; the general section 446B caps do not further reduce that amount. The applicable penalty is not more than that ceiling, subject to the actual adjudication and facts.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Record the request | Receipt date, complete request text and requested document list. |
| 2 | Verify the member | Register evidence and representative authority where applicable. |
| 3 | Resolve fee requirements | Applicable prescribed basis, payment demand and payment trail. |
| 4 | Diarise dispatch | Seven-day calculation with documented service and timing assumptions. |
| 5 | Retrieve controlled documents | Current memorandum and articles from the amendment register. |
| 6 | Check every alteration | Effective amendment, approval and updated clause cross-reference. |
| 7 | Map attachments | Relevant section 117 resolutions or agreements not embodied in the text. |
| 8 | Review the package | Document manifest, completeness and second-person secretarial check. |
| 9 | Prove supply | Exact outgoing files, dispatch record and delivery evidence. |
| 10 | Address exceptions | Correction chronology, officer-in-default analysis and section 446B eligibility evidence. |
Sixteen practitioner FAQs
1. Is this right available to every enquirer?
Section 17 concerns a request by a member. Other persons may have separate rights through different provisions.
2. Does a member need to give a commercial reason?
Section 17 does not make the listed copy duty conditional on an explanation of commercial purpose.
3. What documents are specified?
The memorandum, articles and section 117(1) agreements or resolutions insofar as not embodied in those constitutional documents.
4. Are all company contracts covered?
No. The provision identifies the relevant statutory agreements and resolutions; it is not a general disclosure right over every contract.
5. Is the period seven working days?
The provision says seven days. Do not replace that wording with an internal working-day convention.
6. Can the company charge any amount it chooses?
No. Establish the applicable prescribed fee basis; an unsupported internal charge is insufficient.
7. Does a fee query automatically suspend time?
Do not assume so. Analyse the qualifying request and payment facts and communicate promptly.
8. Can an incorporation-era PDF be sent as current?
Only if it actually reflects all required effective alterations and accompanying material. File age and labels are not proof.
9. What does section 15 require?
Every alteration must be noted in every copy of the memorandum or articles, as applicable.
10. What does section 117 add to the package review?
Its attachment framework requires checking the relevant article-altering resolutions and agreements, including material not embodied in the text.
11. Does an acknowledgement satisfy the copy duty?
An acknowledgement alone does not establish that the required copies were sent.
12. Is a public website link always sufficient?
Do not assume that it proves statutory supply in the actual case. Preserve a demonstrable dispatch and complete document set.
13. Is the section 17 penalty capped for everyone together?
No. Its company and officer-in-default liabilities must be analysed separately for each default.
14. Does section 15 use the same daily formula?
No. It uses the number of copies issued without the alteration.
15. Does a private company automatically get section 446B relief?
No. It must establish one of the qualifying statutory categories and relevant conditions.
16. What is the practical cure for an obsolete package?
Send the corrected complete version promptly, preserve what was originally sent and assess the default and any relief without rewriting the historical record.
Conclusion
A member’s qualifying request engages section 17’s seven-day dispatch duty, subject to prescribed fees. Send the current memorandum, articles and relevant unembodied resolutions or agreements; separately control stale copies under section 15 and assess any penalty relief under section 446B.