Companies Act 2014 section 665

Winding up of company that had been an unlimited company before re-registration

Section 665 deals with the winding-up liability of members where a company that was previously unlimited has re-registered as a private company limited by shares.

• If the company is wound up within three years of re-registration, former members who were members at the time of re-registration remain liable to contribute towards debts and liabilities incurred before re-registration.
• Where none of the members from the time of re-registration are still current members, any person who was a past or present member at that time may still be called upon to contribute, even if the current members have already met their own contribution obligations.
• There is no cap on the amount that a person who was a past or present member at the time of re-registration can be required to contribute.
• These rules ensure that re-registration as a limited company does not allow former members of the unlimited company to escape their prior unlimited liability for pre-existing debts.