Companies Act 2014 section 655

Liability as contributories of past and present members

Section 655 sets out the obligations of current and former members to contribute to a company's assets when it is wound up, and the qualifications that limit that liability.

• All present and past members may be required to contribute to the company's assets on a winding up to cover debts, liabilities, and winding-up costs
• No member's contribution can exceed the amount unpaid on their shares, and past members who left more than one year before the winding up commenced are not liable
• Past members are not liable for debts incurred after they ceased to be members, nor are they called upon unless the court determines that current members cannot satisfy the required contributions
• Amounts owed to a member in their capacity as a member (such as dividends or profit shares) do not rank as a company debt in competition with outside creditors, though they may be taken into account when adjusting contributories' rights among themselves

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