# Calls on Shares — Sections 49 to 51

## 1. Concept of "Call"

A shareholder's liability to pay the full value of shares is enforced by way of "calls" on partly paid-up shares.

## 2. Statutory Liability — Section 10(2)

All money payable by any member under the MOA or AOA is a debt due to the company. However, this liability arises only when a valid call is made.

## 3. Structure of Sections 49–51

Section	Subject
Section 49	Calls shall be on a uniform basis
Section 50	Calls in advance — company may accept; dividend on calls in advance per AOA; no voting rights on advance amount
Section 51	Dividend in proportion to amount paid-up — only if AOA so permits

## 4. Section 49 — Uniformity Principle

1. Calls shall be made on a uniform basis on all shares falling under the same class.

2. Same class generally means shares of the same nominal (face) value.

3. Important Distinction: Shares of the same nominal value on which different sums have been paid up shall NOT be deemed to fall in the same class for this purpose.

## 5. Why Uniformity?

Uniformity ensures equality of treatment among holders of the same class — no discriminatory calls (e.g., calling ₹10 from one holder and ₹5 from another holding the same class of share).

## 6. Key Takeaways

A call is only valid if made by Board resolution and on uniform basis within the class.
A call must be made on all members of that class — not selectively.
Different classes can have different call amounts/timings.
Within the same nominal value, if some shares already have more paid-up, they form a sub-class for this purpose.

Worked example

### Example 1

Example 1: PQR Ltd. has 1,000 equity shares of ₹100 each. On 500 shares, ₹60 is paid; on the other 500, ₹80 is paid. The Board makes a call of ₹20 only on the 500 shares where ₹60 has been paid. Is this valid?

Answer: Yes. By the explanation to Section 49, shares of the same nominal value with different sums paid up do not fall in the same class. So a call may validly be made on only one such sub-group on a uniform basis within that sub-group.

### Example 2

Example 2: ABC Ltd. wants to make a call of ₹20 on only half of its equity shareholders (all having same nominal value and same paid-up amount). Is this valid?

Answer: No. This violates the uniformity principle in Section 49. Within the same class, calls must be on all shares on a uniform basis.

### Example 3

Example 3: Mr. X subscribed for 100 shares of ₹10 each, of which ₹4 is paid. Is the unpaid ₹6 a debt due immediately?

Answer: Although Section 10(2) makes it a debt under MOA/AOA, the obligation to pay arises only when a valid call is made by the Board.

⚠️ Common exam mistakes

Treating all shares of the same nominal value as the same class — the paid-up amount also matters.
Believing the company can make a call on selective members within a class — calls must be uniform across the class.
Confusing the liability under Section 10(2) with immediately enforceable debt — the obligation crystallises only on a valid call.
Forgetting that calls must be made by Board resolution — not by a director acting alone.
Confusing calls (on partly paid shares) with calls in advance under Section 50 — calls in advance are voluntary payments by shareholders, not enforced demands.

Bare-Act text Sections 49, 50, 51 · Companies Act, 2013 · click to expand

Section 49: Where any calls for further share capital are made on the shares of a class, such calls shall be made on a uniform basis on all shares falling under that class. Explanation — For the purposes of this section, shares of the same nominal value on which different amounts have been paid up shall not be deemed to fall under the same class. Section 10(2): All monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company.

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Calls on Shares — Uniformity Principle (Section 49)

Worked example

⚠️ Common exam mistakes