Liability as contribu-
tories of
present and past mem- bers.
8 Edw. 7 c. 69 a. 123.
496
Contributories.
123.-(1) In the event of a company being wound up, every present and past member shall, subject to the pro- visions of this section, be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities and the costs, charges, and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, with the qualifications following (that is to say) :-
(4) A past member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the commencement of the winding up:
(i) A past member shall not be liable to contri- bute in respect of any debt or liability of the company contracted after he ceased to be a
member:
(i) A past member shall not be liable to contribute unless it appears to the court that the existing members are unable to satisfy the contributions required to be ma e by them in pursuance of this Ordinance.
(i) In the case of a company limited by shares no contribution shall be required from any mem- ber exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a present or past member:
(e) In the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up : (e) Nothing in this Ordinance shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of in- dividual members on the policy or contract is restricted, or whereby the funds of the com- pany are alone made liable in respect of the policy or contract:
(vii) A sum duo to any member of a company, in his character of a member, by way of dividends, profits, or otherwise, shall not be deemed to be a debt of the company, payable to that member in a case of competition between himself and any other ereditor not a member of the com- pany but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among them- selves.
:
(2) In the winding up of a limited company, any director or manager, whether past or present, whose liability is, in pursuance of this Ordinance, unlimited, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to make a further contribution as if he were at the commencement of the winding up a member of an unlimited company: Provided that--
(7) A past director or manager shall not be liable to make such further contribution if he has ceased to hold office for a year or upwards before the commencement of the winding up: (7) A past director or manager shall not be liable to make such further contribution in respect of any debt or liability of the company contracted after he ceased to hold office:
(7) Subject to the articles of the company, a diree- tor or manager shall not be liable to make such further contribution unless the court deems it necessary to require that contribution in order to satisfy the debts and liabilities of the com- pany, and the costs, charges, and expenses of the winding up.
(3) In the winding up of a company limited by guarantee which has a share capital, every member of the company shall be liable, in addition to the amount under- taken to be contributed by him to the assets of the com- pany in the event of its being wound up, to the extent of any sums unpaid on any shares held by him.