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Microlesson · 5-min read

Liability Clause of Memorandum and its Alteration

# Liability Clause

The fourth clause of every memorandum must state whether the liability of members is:

  • Limited by shares, OR
  • Limited by guarantee, OR
  • Unlimited.

## Nature of Liability under each type

### Company Limited by Shares

  • A member CANNOT be called to pay more than the unpaid amount on his shares.
  • If shares are fully paid-up: liability = NIL.

### Company Limited by Guarantee

  • The liability clause specifies the guarantee amount each member undertakes to contribute to the company's assets in the event of liquidation.
  • A guarantor-member cannot be called upon before liquidation — liability is contingent.

### Unlimited Company

  • The clause must specify that the liability of members is unlimited and extends to their personal assets.

## Alteration of Liability Clause

General Rule: Liability clause cannot be altered.

Exception — Section 18 (Conversion of Company): A company of any class registered under the Act may convert itself into another class by altering its memorandum and articles. Where an unlimited company converts to a limited company (or vice versa), the liability of members changes — thus indirectly altering the liability clause.

(Note: Section 65, dealing with reserve capital of unlimited companies converting to limited, is excluded from syllabus per ICAI notification.)

Worked example

### Example 1

Q: Mr. A holds 1,000 fully paid-up shares of ₹10 each in M Ltd (a company limited by shares). M Ltd goes into liquidation owing ₹50 crore to creditors. What is Mr. A's liability?

A: Nil. Since shares are fully paid up, the liability of a member of a company limited by shares is limited to the unpaid amount on his shares. No further contribution can be demanded.

### Example 2

Q: ABC Pvt Ltd is an unlimited company that wishes to convert into a private company limited by shares. Is alteration of the liability clause permissible?

A: Yes — although the liability clause is generally non-alterable, Section 18 permits conversion from one class of company to another by altering the memorandum and articles. Such conversion will result in change of the liability clause from 'unlimited' to 'limited by shares'.

⚠️ Common exam mistakes

  • Stating that the liability clause can be altered through a normal Section 13 procedure — it can only change via conversion under Section 18.
  • Assuming a guarantor-member is liable to pay the guarantee amount on demand at any time — liability arises only on liquidation.
  • Confusing 'unpaid amount on shares' with 'face value' — only unpaid amount is recoverable from members of a company limited by shares.
Bare-Act text Section 18 · Companies Act, 2013 · click to expand
Section 18: A company of any class registered under this Act may convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions of this Chapter.
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