Sections 378F to 378I 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.
Sections 378F to 378I set the constitution of a Producer Company. Section 378F lists what the memorandum must state, section 378G requires articles that carry mutual assistance principles and a long list of mandatory provisions, section 378H governs changes to the memorandum, and section 378-I (printed with a hyphen in the official text) governs changes to the articles.
The memorandum must give the name ending "Producer Company Limited", the State of the registered office, objects from section 378B, subscribers, share capital, and a statement that members' liability is limited (section 378F). The articles must contain mutual assistance principles and the items in section 378G(3), including laying the documents before a special general meeting within ninety days of registration. Objects can be changed by special resolution, with a filing within thirty days (section 378H). Articles are amended on a proposal by two-thirds of elected directors or one-third of Members, adopted by special resolution, with a filing within fifteen days (section 378-I). The Bill 2026 does not amend these sections.
These documents are the core of any producer company registration, so each clause below matters from day one.
The four sections at a glance
| Section | Subject | Key point |
|---|---|---|
| 378F | Memorandum | Nine matters it must state, clauses (a) to (i) |
| 378G | Articles | Presented with the memorandum to the Registrar; mutual assistance principles; mandatory provisions |
| 378H | Amending the memorandum | Objects by special resolution; copy filed within 30 days; State change needs Central Government approval |
| 378-I | Amending the articles | Proposal by two-thirds of elected directors or one-third of Members; special resolution; filing within 15 days |
Section 378F: what the memorandum states
Section 378F says the memorandum of every Producer Company shall state:
| Clause | Content |
|---|---|
| (a) | The name, with "Producer Company Limited" as the last words |
| (b) | The State in which the registered office is to be situated |
| (c) | Main objects: one or more of the objects in section 378B |
| (d) | Names and addresses of the subscribers |
| (e) | Amount of share capital and its division into shares of a fixed amount |
| (f) | Names, addresses and occupations of the subscribers who are producers and who act as first directors |
| (g) | That the liability of its members is limited |
| (h) | The number of shares each subscriber takes; no subscriber shall take less than one share |
| (i) | Where objects are not confined to one State, the States to whose territories the objects extend |
Clause (f) refers to "sub-section (2) of section 378J". In the official text, section 378J(2) deals with documents accompanying an application by a co-operative society, so the cross-reference reads awkwardly. Do not rely on it alone. The designation of first directors is dealt with in section 378P(1), which lets the Members who sign the memorandum and articles designate a Board of not less than five. See section 378B on objects and section 378C on formation.
Section 378G: the articles
Filing. Under section 378G(1), the memorandum and the articles, duly signed by the subscribers, are presented to the Registrar of the State in which the registered office stated in the memorandum is to be situated.
Mutual assistance principles. Section 378G(2) requires the articles to contain these principles:
- membership is voluntary and open to all eligible persons who can use the company's facilities or services and accept the duties of membership;
- each Member has a single vote irrespective of shareholding, save as otherwise provided in the Chapter;
- the company is run by a Board elected or appointed in line with the Chapter, and the Board is accountable to the Members;
- particulars of limited return on share capital;
- surplus is distributed equitably: for business development, for common facilities, and among Members in proportion to their participation;
- education of Members, employees and others on mutuality and mutual assistance;
- active co-operation with other Producer Companies and similar organisations at local, national or international level.
Mandatory provisions. Section 378G(3) has sixteen clauses, (a) to (p). In summary the articles must cover: membership qualifications, cancellation and share transfer procedure; how patronage and patronage-based voting are ascertained; the Board (size, minimum and maximum directors, election, rotation, qualifications, terms, co-option, removal, vacancies, and appointment of the Chief Executive); election of the Chairman, voting procedure and the Chairman's casting vote; determination and distribution of the withheld price; patronage bonus in cash or shares; the contribution to be shared under section 378ZI(2); bonus shares from general reserves under section 378ZJ; allotment of equity shares in lieu of sale proceeds; reserves, sources of funds and limits on debt; credit, loans and advances to Members; a Member's right to business information; distribution of funds on dissolution or liquidation; authority for division, amalgamation, merger, subsidiaries and joint ventures; and any other provision Members recommend by special resolution.
Clause (o) needs special attention: the articles must provide for laying the memorandum and articles before a special general meeting to be held within ninety days of registration.
Section 378H: amending the memorandum
- Under sub-section (1), a Producer Company shall not alter the memorandum's conditions except in the cases, by the mode and to the extent the Act expressly provides.
- Under sub-section (2), it may, by special resolution, alter its objects, but not inconsistently with section 378B.
- Under sub-section (3), a copy of the amended memorandum with the special resolution, certified by two directors, is filed with the Registrar within thirty days of adopting the resolution. If the registered office moves from one Registrar's jurisdiction to another, certified copies go to both Registrars within thirty days, and the first forwards all documents to the other.
- Under sub-section (4), moving the registered office from one State to another does not take effect unless the Central Government approves it on an application in the prescribed form and manner.
Section 378-I: amending the articles
Under sub-section (1), any amendment of the articles must be proposed by not less than two-thirds of the elected directors, or by not less than one-third of the Members, and adopted by the Members by special resolution. Under sub-section (2), a copy of the amended articles and of the special resolution, both certified by two directors, is filed with the Registrar within fifteen days of adoption.
| Step | Memorandum (378H) | Articles (378-I) |
|---|---|---|
| Who proposes | Not specified in the section | Two-thirds of elected directors, or one-third of Members |
| Resolution | Special resolution (for objects) | Special resolution of Members |
| Certified by | Two directors | Two directors |
| Filing time | 30 days | 15 days |
A worked example
A Producer Company of spice growers wants to add a processing activity. The activity must fall within section 378B, so the Board checks the clause first. The Members pass a special resolution to alter the objects, and two directors certify the amended memorandum and resolution. The company files within thirty days of the resolution. Later, the Members want a higher upper limit on directors in the articles. One-third of the Members propose it, a special resolution adopts it, and the certified copies reach the Registrar within fifteen days.
Proposed change
The Corporate Laws (Amendment) Bill, 2026 amends other provisions of Chapter XXIA (sections 378P, 378Q, 378Y, 378ZA, 378ZF, 378ZM and 378ZS), but our search found no clause amending sections 378F to 378I. The Bill is pending and is not law.
Need help with Producer Company documents?
Because so much of the working of a Producer Company lives in its articles, drafting them carefully at the start saves repeated amendments later. Our producer company registration team can help you prepare the memorandum, articles and the filings that follow any change.
Key takeaways
- The memorandum must state nine matters, including the name ending "Producer Company Limited" and limited liability.
- Articles must carry the mutual assistance principles, including one vote per Member unless the Chapter says otherwise.
- Articles must provide for laying the documents before a special general meeting within ninety days of registration.
- Objects change by special resolution, filed within thirty days; a move to another State needs Central Government approval.
- Articles change on a proposal by two-thirds of elected directors or one-third of Members, and are filed within fifteen days.
Read next
- Section 378E: benefits to Members
- Sections 378J to 378N: co-operative society to Producer Company
- Section 378D: membership and voting rights
- Documents required to register a Producer Company
Disclaimer: Based on the Companies Act, 2013 as amended up to 1 April 2021 (official consolidated text), read with later developments noted in the article; proposals in the Corporate Laws (Amendment) Bill, 2026 are pending and not law as on 30 September 2026. Verify current notifications and rules before acting.