Whether the phrases "Company Limited by Shares" and "Company Limited by Guarantee" are same? If not, explain any four differences between these two…

CA Foundation · Business Laws · PYQS · January 2026
Whether the phrases "Company Limited by Shares" and "Company Limited by Guarantee" are same? If not, explain any four differences between these two according to provisions of the Companies Act, 2013.

Suggested Answer and Working Notes:

Whether the phrases ‘Company Limited by Shares” and “Company Limited by Guarantee” are same? No, the phrases 'Company Limited by Shares' and ‘Company Limited by Guarantee' are not same. Distinction between "Company Limited by Shares" and "Company Limited by Guarantee" is tabulated as under: S. No. Company Limited by Shares Company Limited by Guarantee 1. It is defined under Section 2(22) of the Companies Act,2013. It is defined under Section 2(21) of the Companies Act,2013. 2. It is a company when the liability of the members of a company is limited by its Memorandum of Association to the amount (if any) unpaid on the shares held by them. It is a company having the liability of its members limited by the Memorandum to contribute to the assets of the company in the event of its being wound up. 3. The members may be called upon to discharge their liability only after commencement of the winding up and only subject to certain conditions. The members may be called upon to discharge their liability at any time, either during the company’s life-time or during its winding up. 4. This company can raise its initial working funds from its members. This company does not raise its initial working funds from its members. 5. For meeting the debts of the Company, the shareholder may be called upon to contribute only to the extent of the amount which remains unpaid on his shareholdings. His separate property cannot be encompassed to meet the Company’s debt. The liability of a member of a guarantee company is limited to a stipulated sum mentioned in the memorandum. Members cannot be called upon to contribute beyond that stipulated sum.

Topics: The Companies Act, 2013

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