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Short Answer Questions · Q3

Q.When can shares be forfeited?

West Bengal WbchseTextbookSubjective· 2mImportance★★★★★
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✓ Free question

Shares can be forfeited only when the company’s Articles of Association expressly permit it, and only after the shareholder fails to pay a call or instalment despite a valid notice of forfeiture.

The Concept: Why Forfeiture Exists

A share is a contract between the company and the shareholder. When a person applies for shares and is allotted them, they agree to pay the full face value (plus any premium) in the instalments specified in the prospectus — application, allotment, and various calls. If the shareholder defaults on any of these payments, the company cannot simply cancel the shares unilaterally. The shareholder still holds legal title to the shares, and the company’s remedy is to sue for the unpaid amount.

Forfeiture is a drastic remedy that allows the company to cancel the shares and keep the money already paid. Because it deprives a person of their property, the law (and the company’s own constitution) strictly regulates when and how it can be done.

The Two Essential Conditions

Forfeiture is valid only if both of the following conditions are satisfied:

1. The Articles of Association Must Authorise Forfeiture

The company’s Articles (its internal rulebook) must contain a specific clause permitting the directors to forfeit shares for non-payment of calls. If the Articles are silent, the company cannot forfeit — it must sue for the unpaid amount or reduce capital through a court-approved process.

Watch out

A common mistake is to think that Table F (the model Articles in the Companies Act) automatically applies. It does only if the company’s own Articles do not exclude or modify it. Always check the specific Articles given in the question.

2. The Default Must Be on a Call or Instalment

Forfeiture is only for non-payment of money due on shares — typically:

  • Allotment money
  • First call, second call, final call
  • Any instalment of the above

It cannot be used for:

  • Breach of any other contract term (e.g., failing to transfer shares, acting against company interests)
  • Non-payment of a debt owed to the company that is not a call on shares
Tip

In exam problems, the default is almost always on a call. If the question says “failed to pay the first call,” forfeiture is possible — provided the Articles allow it.

The Procedural Requirements (Even if Conditions Are Met)

Even when the two conditions above are satisfied, the company must follow a strict procedure, or the forfeiture is void:

  1. Notice of Forfeiture: The company must serve a notice on the defaulting shareholder demanding payment of the unpaid amount plus any interest (if the Articles provide for it). The notice must give at least 14 days to pay.
  2. Board Resolution: If the shareholder still does not pay, the Board of Directors must pass a resolution forfeiting the shares.
  3. No Time Limit: The Companies Act does not prescribe a time limit, but the forfeiture must be exercised within a reasonable time after the default.
Important

If the company fails to send a proper notice or the notice period is too short, the forfeiture is invalid. The shareholder can sue to have the forfeiture set aside.

What Happens After Forfeiture

Once shares are validly forfeited:

  • The shareholder’s name is removed from the Register of Members.
  • The shares become the property of the company.
  • The company can reissue the forfeited shares at a discount (up to the amount already paid and forfeited) — but this is a separate transaction.

The Bottom Line

Forfeiture is not a punishment for any default — it is a specific remedy for non-payment of calls, available only if the Articles say so. Without both conditions, the company must pursue other remedies.

✓Final answer

Shares can be forfeited only when (a) the company’s Articles of Association expressly permit forfeiture, and (b) the shareholder has defaulted on a call or instalment due on the shares, after the company has served a valid notice and passed a board resolution.

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