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Hello Auditor

What is the liability of shareholders in a private limited company?

1. Limited to Unpaid Share Capital

  • Shareholders are liable only to the extent of the amount unpaid on the shares they hold
  • If shares are fully paid, their liability is zero, even if the company incurs losses or faces bankruptcy
  • This protection encourages investment without risking personal assets

2. No Personal Liability for Company’s Debts

  • Shareholders do not have to repay company loans or liabilities from personal funds
  • The company is a separate legal entity, so creditors cannot sue shareholders individually for company obligations

3. Liability Does Not Change with Business Losses

  • Even if the company faces heavy financial losses, shareholders are not held personally accountable
  • Their maximum financial exposure is limited to their investment in share capital

4. Exception in Case of Fraud or Misrepresentation

  • If a shareholder is involved in fraud, misconduct, or illegal activity, the corporate veil may be lifted
  • In such cases, courts can hold shareholders personally liable under the principle of “piercing the corporate veil”

5. No Management Obligations

  • Shareholders are owners, not managers
  • They do not bear liability for day-to-day operations or decisions made by the board of directors

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