Liability In A Limited Company

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By Gunjan Sinha, Senior Associate, Dezan Shira & Associates

Apr. 12 – A Limited Liability Company (LLC) in India is said to only bear limited liability for its directors and members as they are only liable for unpaid share capital.

During the process of winding up a LLC, the shareholders must pay back any uncalled or unpaid capital corresponding to the actual number of shares each respective shareholder owns. For example, if a company has a capital base of 10,000 shares worth INR 10 each divided among its shareholders, the shares would be payable as outlined below.

Thus, if the shareholders had previously paid up to the First Call during the winding up of a company, they will then consequently only be liable to pay INR 2 per share.

Similarly, a director’s liability is also said to be limited as per the Companies Act 1956. The company, however, may increase the liability of a director by amending the clauses in the Articles of Association through passing a special resolution in a shareholder’s meeting.

The same clause for making the liability of a director unlimited shall not be applicable to those directors who already hold the post of director before the date of such an alteration, unless they give their express consent.

Dezan Shira & Associates is a specialist foreign direct investment practice, providing corporate establishment, business advisory, tax advisory and compliance, accounting, payroll, due diligence and financial review services to multinationals investing in emerging Asia. Since its establishment in 1992, the firm has grown into one of Asia’s most versatile full-service consultancies with operational offices across China, Hong Kong, India, Singapore and Vietnam as well as liaison offices in Italy and the United States.

For further details or to contact the firm, please email, visit, or download the company brochure.

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