Sections 49 and 50 of the Companies Act, 2013: Uniform Calls on Shares and Acceptance of Uncalled Share Capital
Sections 49 and 50 form part of the provisions on share capital and debentures under the Companies Act, 2013. Section 49 requires calls for further share capital on shares of the same class to be made uniformly. Section 50 permits a company, when authorised by its articles, to accept unpaid amounts on shares even before those amounts are formally called.
Section 49 - Calls on shares of same class to be made on uniform basis
Meaning: A "call" is a demand by a company requiring shareholders to pay an amount that remains unpaid on their shares. Section 49 applies when a company makes a call for further share capital on shares belonging to a class.
Where a call for further share capital is made on shares of a class, the call must be made on a uniform basis on all shares falling within that class.
The statutory explanation clarifies that shares having the same nominal value are not treated as belonging to the same class for this purpose if different amounts have already been paid up on those shares.
Why Section 49 matters
The provision establishes uniform treatment when calls are made on shares that fall within the same class. At the same time, the explanation recognises that shares of the same nominal value may stand on a different footing where the paid-up amounts differ.
Section 50 - Company to accept unpaid share capital, although not called up
Meaning: "Uncalled share capital" is the portion of the amount payable on shares that the company has not yet demanded by making a call. Section 50 deals with voluntary payment of such an amount by a member before a call is made.
Sub-section (1): If the articles of the company authorise it, the company may accept from a member the whole or any part of the amount remaining unpaid on shares held by that member even though the amount has not been called up.
Sub-section (2): In a company limited by shares, the member does not obtain voting rights in respect of the amount paid in advance under sub-section (1) until that amount is actually called up.
Key condition: Acceptance of an amount before it is called is not automatic. Section 50(1) expressly requires authority in the company's articles.
Practical effect of Sections 49 and 50
Section 49 regulates the manner in which a company makes calls on shares of a class, while Section 50 addresses a different situation in which a member voluntarily pays an unpaid amount before the company makes a call. The two provisions therefore operate at different stages of payment of share capital.
For compliance purposes, a company should identify the relevant class and paid-up status of the shares before making a call under Section 49. For an advance payment under Section 50, the company should first verify that its articles authorise acceptance of the uncalled amount and should remember that the advance does not carry additional voting rights until the amount is called.
Official text and reference
The current statutory text should be checked against the official consolidated Companies Act, 2013 published by the Ministry of Corporate Affairs and India Code, particularly where the provision is being used for a transaction, filing, board process, dispute, or professional opinion.
This page is an explanatory legal information resource. For a specific corporate action, the Act, applicable rules, articles of association, notifications, and professional advice should be considered together.