Friday, September 7, 2018

What are the liabilities of contributories as present and past members in case of winding-up of a company

Section 235 of Companies Act states that
 
1. In the event of a company being wound up, every present and past member shall 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:-

i. 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;

ii. A past member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;

iii. 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 made by them in pursuance of this Act;

iv. In the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect to which he is liable as a present or past member;

v. 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;

vi. Nothing in this Act shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted or whereby the funds of the company are alone made liable in respect of the policy or contract;

vii. A sum due 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 creditor who is not a member of the company.

2. In the winding up of a company limited by guarantee which has a share capital, every member thereof shall be liable to pay the following amounts namely:

(a) The amount undertaken to be contributed by him to the assets of the company in the event of its being wound up; and

(b) An amount to the extent of any sums unpaid on any shares held by him.

0 comments:

Post a Comment

Application of Forensic Audit in Private and Public Sector Organizations

Forensic auditing has emerged as a powerful tool in both private and public sector organizations to combat fraud, ensure transparency, and m...