Section 322 – The Companies Act,1956

The Companies Act, 1956

322. Directors, etc., with unlimited liability in limited company

(1) In a limited company, the liability of the directors or of any director 1[***] or manager may, if so provided by the memorandum, be unlimited. (2) In a limited company in which the liability of a director 2[***] or manager is unlimited, the directors 3[***] and the manager of the company, and the member who proposes a person for appointment to the office of director 2[***] or manager, shall add to that proposal a statement that the liability of the person holding that office will be unlimited; and before the person accepts the office or acts therein, notice in writing that his liability will be unlimited, shall be given to him by the following or one of the following persons, namely, the promoters of the company, its directors, 4[***] or manager, if any, and its officers. (3) If any director, 5[***] manager or proposer makes default in adding such a statement, or if any promoter director, 5[***] manager or officer of the company makes default in giving such a notice, he shall be punishable with fine which may extend to 6[ten thousand rupees] and shall also be liable for any damage which the person so appointed may sustain from the default; but the liability of the person appointed shall not be affected by the default.

1. The words “or of the managing agent, secretaries and treasurers” omitted by Act 53 of 2000, sec. 157 (w.e.f. 13-12-2000).

2. The words”, managing agent, secretaries and treasurers” omitted by Act 53 of 2000, sec. 157 (w.e.f. 13-12-2000).

3. The words “, the managing agent, secretaries and treasurers” omitted by Act 53 of 2000, sec. 157 (w.e.f. 13-12-2000).

4. The words”, its managing agent, secretaries and treasurers” omitted by Act 53 of 2000, sec. 157 (w.e.f. 13-12-2000).

5. The words “managing agent, secretaries and treasurers,” omitted by Act 53 of 2000, sec. 157 (w.e.f. 13-12-2000).

6. Subs. by Act 53 of 2000, sec. 157, for “one thousand rupees” (w.e.f. 13-12-2000).

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