Sections 12 and 13 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 12 of the Industrial Relations Code, 2020 makes every registered Trade Union a body corporate. Section 13 then switches off five other regimes, including the Companies Act, 2013 and the Societies Registration Act, 1860, for registered Trade Unions. Together they say what a registered union is in law, and what it cannot also be.
A registered Trade Union is a body corporate under the name in which it is registered, with perpetual succession and a common seal, the power to acquire and hold movable and immovable property and to contract, and the capacity to sue and be sued in that name (s.12). The Societies Registration Act, 1860, the Co-operative Societies Act, 1912, the Multi-State Co-operative Societies Act, 2002, the Companies Act, 2013 and any corresponding State co-operative law do not apply to a registered Trade Union, and registration under any of them is void (s.13).
Section 12: a body corporate
What the section gives a registered union
| Attribute | Text of s.12 |
|---|---|
| Legal personality | Body corporate by the name under which it is registered |
| Continuity | Perpetual succession |
| Seal | A common seal |
| Property | Power to acquire and hold both movable and immovable property |
| Contracts | Power to contract |
| Litigation | Can sue and be sued by the registered name |
Because the union is a body corporate, its property belongs to it, not to its office-bearers personally, and it continues even when members and office-bearers change. A contract made by the union binds the union, and proceedings are brought by or against it by its registered name. The word "registered" matters: these attributes flow from registration under the Code. An unregistered association does not get them from this section. See the registration criteria and registration and cancellation.
For questions on how an existing body is structured, see our legal consultation service.
Links with the rest of Chapter III
- The union can hold funds and property only for the objects the Code allows; s.15 restricts general funds to prescribed objects, so incorporation does not widen what it may spend on. See section 15.
- Because it can be sued, the protections in ss.16 to 18 (immunity from certain civil suits, criminal conspiracy rule and enforceability of agreements) matter to its office-bearers and members; see sections 16 to 18.
- If registration is cancelled, the body-corporate status in s.12 rests on registration, so the consequences of cancellation should be checked with advice. The text does not spell out what happens to property on cancellation.
Section 13: five laws that do not apply
Section 13 says the provisions of these Acts shall not apply to any registered Trade Union, and that registration of any such Trade Union under any of them shall be void:
| Clause | Act or law |
|---|---|
| (a) | The Societies Registration Act, 1860 |
| (b) | The Co-operative Societies Act, 1912 |
| (c) | The Multi-State Co-operative Societies Act, 2002 |
| (d) | The Companies Act, 2013 |
| (e) | Any other corresponding law relating to co-operative societies for the time being in force in any State |
What this means in practice
- One route only. A union that wants the Code's benefits registers under the Code. It cannot also register as a society, a co-operative or a company and claim the same status. A "registration under any of the aforementioned Acts" of such a union "shall be void".
- Governance stays under the Code. The union's rules, elections, funds and audit follow Chapter III, not the governance rules of the Companies Act, 2013 or a society's statute. For example, the rules must cover the matters in section 7 and the returns go to the Registrar under s.26.
- Do not combine structures. A union that holds property through a company or society, or has registered itself under one of these Acts in the past, should take advice on how s.13 affects that arrangement. The text does not say how the void registration is to be unwound.
- The list is closed. Section 13 names these Acts and "any other corresponding law relating to co-operative societies" in a State. It does not switch off the general law of contract, tort or property, which continues to apply to the union as a body corporate.
A point on old unions
A union registered under the Trade Unions Act, 1926 and valid immediately before commencement is deemed registered under the Code (s.9(4)), and so falls within ss.12 and 13 from then. See commencement and repeal.
Example. A group of workers, advised to "register properly", incorporates a company under the Companies Act, 2013 for their association and separately applies for Trade Union registration. Once the union is registered under the Code, s.13(d) says the Companies Act does not apply to it and registration under that Act is void as regards this registered Trade Union. The workers should choose the Code route and take advice on the company they formed.
Need help with legal structure questions?
If your union, association or workers' body is unsure how it is registered or what rules govern it, our legal consultation team can review the documents and explain where ss.12 and 13 leave you. Bring your certificate of registration and any society or company papers.
Key takeaways
- A registered Trade Union is a body corporate with perpetual succession, a common seal and capacity to hold property, contract, sue and be sued.
- Five regimes, including the Companies Act, 2013 and the Societies Registration Act, 1860, do not apply to a registered union.
- Registration of such a union under any of those Acts is void.
- Chapter III, not company or society law, governs its rules, funds and returns.
- Unions deemed registered under s.9(4) are within ss.12 and 13 too.
Read next
- Sections 10 and 11: appeal and communications
- Section 14: negotiating union and negotiating council
- Section 15: general fund and separate fund
- 4 New Labour Codes 2020: complete guide
Disclaimer: Based on the Industrial Relations Code, 2020 (as enacted) and, where noted, the Industrial Relations (Central) Rules, 2026 (G.S.R. 342(E), 8 May 2026), as on 30 September 2026. The Code is in force from 21 November 2025; some provisions may be notified later, and State Governments make their own rules for establishments where the State is the appropriate Government. Verify the current position before acting.