Companies Act 2014 section 1279

Payment of debts due by contributory to the unlimited company and extent to which set-off allowed

Section 1279 deals with the court's power to order contributories of an unlimited company to pay money they owe to the company during a winding up, and the circumstances in which those contributories may offset amounts the company owes them.

• The court may order a contributory to pay any money owed by them (or by the estate they represent) to the unlimited company, excluding amounts due under calls made under the Act.
• The court may allow a contributory to set off amounts the company owes them under independent dealings or contracts, but not amounts owed to them as a member such as dividends or profits.
• Once all creditors have been paid in full, any money the company owes to a contributory on any account may be set off against subsequent calls.
• The set-off rules distinguish between what a contributory is owed as an independent party and what they are owed in their capacity as a member of the company.

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