Indian Bare Acts

The Companies Act, 1956

Title : The Companies Act, 1956

Year : 1956

Sec 323    -     Special resolution of limited company makingliability of directors, etc., unlimited.

    (1) A limited company may, if so authorised by its articles, by special resolution, alter its memorandum so as to render unlimited the liability of its directors or of any director or manager.

    (2) Upon the passing of any such special resolution, the provisions thereof shall be as valid as if they had been originally contained in the memorandum:

    Provided that no alteration of the memorandum making the liability of any of the officers referred to in sub-section (1) unlimited shall apply to such officer, if he was holding the office from before the date of the alteration, until the expiry of his then term, unless he has accorded his consent to his liability becoming unlimited.


** Section 324, 324A is not reproduced here as it has becomeredundant after the abolition of the system of managing agent, secretaries andtreasurers by Act 17 of 1969, w.e.f. 3rd aApril, 1970.

Last updated on May, 2015

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