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Microlesson · 5-min read

Liability Clause and its Alteration

# Liability Clause of the Memorandum

## Mandatory Statement

The fourth clause of every company's memorandum must state whether the liability of its members is:

  • Limited by shares, or
  • Limited by guarantee, or
  • Unlimited

## How Liability Operates in Each Type

### Company Limited by Shares

  • A member cannot be called upon to pay more than what remains unpaid on his shares.
  • If shares are fully paid-up, the member's liability is NIL.

### Company Limited by Guarantee

  • The clause states the amount each member undertakes to contribute to the assets of the company in the event of liquidation.
  • The member cannot be called upon to pay anything before liquidation.

### Unlimited Company

  • The clause shall specify that members' liability is unlimited.
  • Liability can extend to the personal assets of the members.

## Alteration of Liability Clause

### General Rule

The liability clause cannot, in general, be altered.

### Exception — Section 18 (Conversion)

Section 18 permits a company of any class registered under the Act to convert itself into another class by altering its memorandum and articles of association.

When this happens — e.g., an unlimited company converting into a limited company or vice versa — the liability of members changes, thereby effectively altering the liability clause.

> Note: Section 65 (which deals with related conversion-of-liability provisions) is excluded from the ICAI syllabus as per ICAI notification.

Worked example

### Example 1

Example — Conversion of Unlimited Company

XYZ Unlimited Co. wishes to convert into a private limited company because it wants the benefit of limited liability for its existing members.

Answer: Direct alteration of the liability clause is not permitted in the ordinary course. However, under Section 18, XYZ Unlimited Co. may convert into a private limited company by altering its memorandum and articles. Upon conversion, members' liability will be limited to the unpaid value of their shares, effectively altering the liability clause as a consequence of conversion.

⚠️ Common exam mistakes

  • Assuming the liability clause can be altered through the same Section 13 procedure as other clauses — it generally cannot be directly altered.
  • Forgetting that in a guarantee company, the contribution is payable only at the time of winding up, not during the going-concern period.
  • Confusing 'limited by shares' with 'limited by guarantee' — the trigger and quantum of liability differ.
  • Citing Section 65 in answers — it is excluded from the ICAI syllabus.
Bare-Act text Section 18 · Companies Act, 2013 · click to expand
Section 18 (Conversion of companies already registered): 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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