Limited com- 
pany may have 
directors with 
unlimited 
liability. 
542 
SECRETARIAL PRACTICE 
146.—(1) In a limited company the liability of the directors or 
managers, or of the managing director, may, if so provided by the 
memorandum, be unlimited. 
(2) In a limited company in which the liability of a director or 
manager is unlimited, the directors or managers of the company, if 
any, and the member who proposes a person for election or appoint- 
ment to the office of director or manager, shall add to that proposal 
a statement that the liability of the person holding that office will be 
unlimited, and the promoters, directors, managers, and secretary, 
if any, of the company, or one of them, shall, before the person accepts 
the office or acts therein, give him notice in writing that his liability 
will be unlimited. 
(3) If any director, manager, or proposer makes default in 
adding such a statement, or if any promotor, director, manager, or 
secretary makes default in giving such a notice, he shall be liable 
to a fine not exceeding one hundred pounds, and shall also be liable 
for any damage which the person so elected or appointed may sus- 
tain from the default, but the liability of the person elected or 
appointed shall not be affected by the default. 
Special resolu- 147.—(1) A limited company, if so authorised by its articles, 
ng may, by special resolution, alter its memorandum so as to render 
liability of unlimited the liability of its directors, or managers, or of any man- 
alm aging director. 
(2) Upon the passing of any such special resolution the pro- 
visions thereof shall be as valid as if they had been originally con- 
tained in the memorandum. 
Statement as to 
remuneration of 
directors to be 
furnished to 
shareholders. 
148.—(1) Subject as hereinafter provided, the directors of a 
company shall, on a demand in that behalf made to them in writing 
by members of the company entitled to not less than one-fourth of 
the aggregate number of votes to which all the members of the 
company are together entitled, furnish to all the members of the 
company within a period of one month from the receipt of the de- 
mand a statement, certified as correct, or with such qualifications as 
may be necessary, by the auditors of the company, showing as respects 
each of the last three preceding years in respect of which the accounts 
of the company have been made up the aggregate amount received in 
that year by way of remuneration or other emoluments by persons 
being directors of the company, whether as such directors or other- 
wise in connection with the management of the affairs of the com- 
pany, and there shall, in respect of any such diretor who is— 
(a) a director of any other company which is in relation to the 
first-mentioned company a subsidiary company; or 
(b) by virtue of the nomination, whether direct or indirect, of 
the company a director of any other company; 
be included in the said aggregate amount any remuneration or other 
emoluments received by him for his own use whether as a director of, 
or otherwise in connection with the management of the affairs of. 
that other company: