Companies Act · 2021 Revised Edition · Part · Share Capital and Debentures Prospectus
62. Liability of members in respect of reduced shares
Official textFrom Attorney General's Chambers, unchanged
In the case of a reduction of share capital, a member of the company, past or present, is not liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount of the share as fixed by the minute and the amount paid, or the reduced amount, if any, which is deemed to have been paid, on the share, as the case may be:
share
"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
Provided that, if any creditor entitled in respect of any debt or claim to object to the reduction of share capital is, by reason of his ignorance of the proceedings for reduction or of their nature and effect with respect to his claim, not entered on the list of creditors, and, after the reduction, the company is unable, within the meaning of the provisions of this Act with respect to winding up by the Court, to pay the amount of his debt or claim, then -
every person who was a member of the company at the date of the registration of the order for reduction and minute, is liable to contribute for the payment of that debt or claim an
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amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day before that date; and
if the company is wound up, the Court, on the application of any such creditor and proof of his ignorance as aforesaid, may, if it thinks fit, settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list, as if they were ordinary contributories in a winding up.
Nothing in this section shall affect the rights of the contributories among themselves.
Terms defined in s 2
share
Defined · s 2"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
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Restrictions on Sale of Shares and Offers of Shares for Sale
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