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Liability clause reg

Marimuthu (Manager) (525 Points)

14 October 2018

Dear Sir,

Can any company change its Liability clause?

please confirm.

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3 Replies

Vibha Trivedi (437 Points)
Replied 15 October 2018

A Company can alter its Liability Clause by passing a Special Resolution.

The Company needs to alter its Liability Clause when it changes its form i.e. it converts itself into company limited by shared,company limited by guarantee or unlimited company as applicable.

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Adithya Kiran Aluru (AUDIT MANAGER) (191 Points)
Replied 16 October 2018

Yes liability clause can be altered. Please find extracts from my book - Corporate & Other Laws for CA Inter

Attached File : 1387252 20181016082346 liability clause.pdf downloaded: 162 times

Shrijay Sheth (Co-Founder) (2692 Points)
Replied 16 October 2018

Although there is no specific procedure prescribed for alteration of Liability Clause, we can infer form Section 13(1) that the Liability clause can be changed with a Special Resolution.

Section 13(10) further says that the changes are not in effect until it is registered with the RoC. Therefore, the prescribed form is to be filed with the RoC within 30 days from change.

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