Explain the following: The Liability of Members in Memorandum of Association of the Companies Act, 2013.

CS Professional · Drafting, Pleadings and Appearances · PYQS · December 2024
Explain the following: The Liability of Members in Memorandum of Association of the Companies Act, 2013.

Answer & Explanation:

Sec 2(22) of the Companies Act, 2013 (Act) defines a "company limited by shares" as a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them. Also, Sec 2(21) defines a "company limited by guarantee" as a company having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up. Further as per Sec 4(1)(d) of the Act, the memorandum of the company shall state the liability of members of the company, whether limited or unlimited, and also state,- In the case of a company limited by shares that liability of its members is limited to the amount unpaid, if any, on the shares held by them; and In the case of a company limited by guarantee, the amount up to which each member undertakes to contribute - to the assets of the company in the event of its being wound - up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member, as the case may be; and To the costs, charges and expenses of winding - up and for adjustment of the rights of the contributors among themselves. In view of the above provisions, it is clear that the liability of the members of the company is limited as per its memorandum of association.

Topics: Company Law

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