Unlimited liability pvt co. without share capital
This query is : Resolved
09 November 2011
Hi all
We have two unlimited Liability companies. And We are unable to do any e-filing on mca portal. Both are incorporated without capital clause in MOA but with members and Paid up capital is shown in Balance sheet showing contribution of members.
Can you please how do I go about with e-filing as:
1. ASC is NIL
2. If I enter paid up capital it says PSC should be equal to or less than ASC.
Annual REturn will go in e-form 21A. & if the contribution of Members will form the indebtedness of the Company or paid upshare capital???
Pls explain the concept of UNLIMITED LIABILITY COMPANY WITH AND WITHOUT SHARE CAPITAL
Pls help.....
We have two unlimited Liability companies. And We are unable to do any e-filing on mca portal. Both are incorporated without capital clause in MOA but with members and Paid up capital is shown in Balance sheet showing contribution of members.
Can you please how do I go about with e-filing as:
1. ASC is NIL
2. If I enter paid up capital it says PSC should be equal to or less than ASC.
Annual REturn will go in e-form 21A. & if the contribution of Members will form the indebtedness of the Company or paid upshare capital???
Pls explain the concept of UNLIMITED LIABILITY COMPANY WITH AND WITHOUT SHARE CAPITAL
Pls help.....
09 November 2011
No sure about your query.
Please post the same in corporate law forum for better response.
RG
Please post the same in corporate law forum for better response.
RG
02 August 2025
Great question! Unlimited liability private companies without share capital are somewhat unique under the Companies Act, and e-filing can be tricky. Let me explain the concepts and guide you on filing issues:
---
### 1. **Unlimited Liability Company – Concept**
* An **Unlimited Liability Company (ULC)** means members have unlimited liability for the company’s debts, i.e., their personal assets can be used to cover company debts if company assets are insufficient.
* Such companies **may or may not have share capital**.
* Under **Section 96 of the Companies Act, 2013**, a company may be formed without share capital (called a company **limited by guarantee**) or with share capital.
---
### 2. **Unlimited Liability Company without Share Capital**
* These companies do **not issue shares**, so no **Paid-up Capital (PSC)** or **Authorized Share Capital (ASC)** exists.
* Members contribute funds as **guarantees** or **loans**, not as share capital.
* Any contribution by members is treated as **liabilities or loans to the company**, **not equity**.
* Their **balance sheet** will show this contribution under **“Other Liabilities” or “Loan from Members”**, not as share capital.
---
### 3. **Filing Annual Return and MCA Portal Issues**
* MCA e-form 21 (Annual Return) requires details of share capital: ASC and PSC. But since your companies don’t have share capital, these fields should be left **blank or zero** (some versions of e-form allow this).
* If the portal asks for PSC but you have none, choose **‘No Share Capital’** option if available or enter zero (0) in ASC and PSC fields.
* The portal error occurs if you enter PSC without corresponding ASC. Both must match or PSC ≤ ASC.
* Since no share capital exists, report **members’ contribution under loans or guarantees** (not PSC).
---
### 4. **Annual Return (e-Form 21A)**
* This form requires share capital details if applicable. For companies without share capital, indicate “No Share Capital.”
* Members’ contributions are not shown as paid-up capital here. They are shown in **financial statements** under appropriate heads (liabilities).
* Make sure your **balance sheet** clearly reflects this and use the correct e-form options.
---
### Summary and Action Plan
| Aspect | Unlimited Liability Co. WITH Share Capital | Unlimited Liability Co. WITHOUT Share Capital |
| -------------------------- | ------------------------------------------ | -------------------------------------------------------- |
| Share Capital | Yes, with ASC & PSC | No share capital; members contribute as loans/guarantees |
| Liability | Unlimited | Unlimited |
| Reporting in Annual Return | Fill ASC & PSC fields | Select “No Share Capital” or leave ASC/PSC as 0 |
| Members’ Contribution | Shown as Paid-up Share Capital | Shown as Loan or Other Liabilities in Balance Sheet |
---
### Suggestions:
* While filing, choose the option that **your company does not have share capital** in MCA portal.
* Keep your financial statements consistent with this treatment.
* If MCA portal still shows issues, raise a ticket with MCA or consult a company secretary for technical help.
* For unlimited liability companies without share capital, **the contribution of members is not paid-up share capital but liabilities/loans**.
---
If you want, I can help draft the Annual Return format or assist with MCA portal screenshots. Would you like that?
---
### 1. **Unlimited Liability Company – Concept**
* An **Unlimited Liability Company (ULC)** means members have unlimited liability for the company’s debts, i.e., their personal assets can be used to cover company debts if company assets are insufficient.
* Such companies **may or may not have share capital**.
* Under **Section 96 of the Companies Act, 2013**, a company may be formed without share capital (called a company **limited by guarantee**) or with share capital.
---
### 2. **Unlimited Liability Company without Share Capital**
* These companies do **not issue shares**, so no **Paid-up Capital (PSC)** or **Authorized Share Capital (ASC)** exists.
* Members contribute funds as **guarantees** or **loans**, not as share capital.
* Any contribution by members is treated as **liabilities or loans to the company**, **not equity**.
* Their **balance sheet** will show this contribution under **“Other Liabilities” or “Loan from Members”**, not as share capital.
---
### 3. **Filing Annual Return and MCA Portal Issues**
* MCA e-form 21 (Annual Return) requires details of share capital: ASC and PSC. But since your companies don’t have share capital, these fields should be left **blank or zero** (some versions of e-form allow this).
* If the portal asks for PSC but you have none, choose **‘No Share Capital’** option if available or enter zero (0) in ASC and PSC fields.
* The portal error occurs if you enter PSC without corresponding ASC. Both must match or PSC ≤ ASC.
* Since no share capital exists, report **members’ contribution under loans or guarantees** (not PSC).
---
### 4. **Annual Return (e-Form 21A)**
* This form requires share capital details if applicable. For companies without share capital, indicate “No Share Capital.”
* Members’ contributions are not shown as paid-up capital here. They are shown in **financial statements** under appropriate heads (liabilities).
* Make sure your **balance sheet** clearly reflects this and use the correct e-form options.
---
### Summary and Action Plan
| Aspect | Unlimited Liability Co. WITH Share Capital | Unlimited Liability Co. WITHOUT Share Capital |
| -------------------------- | ------------------------------------------ | -------------------------------------------------------- |
| Share Capital | Yes, with ASC & PSC | No share capital; members contribute as loans/guarantees |
| Liability | Unlimited | Unlimited |
| Reporting in Annual Return | Fill ASC & PSC fields | Select “No Share Capital” or leave ASC/PSC as 0 |
| Members’ Contribution | Shown as Paid-up Share Capital | Shown as Loan or Other Liabilities in Balance Sheet |
---
### Suggestions:
* While filing, choose the option that **your company does not have share capital** in MCA portal.
* Keep your financial statements consistent with this treatment.
* If MCA portal still shows issues, raise a ticket with MCA or consult a company secretary for technical help.
* For unlimited liability companies without share capital, **the contribution of members is not paid-up share capital but liabilities/loans**.
---
If you want, I can help draft the Annual Return format or assist with MCA portal screenshots. Would you like that?
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