Companies Act 2014 section 87

Liability of members in respect of reduced calls

Section 87 sets out the consequences for shareholders where a company's capital has been reduced and deals with creditor protection following a reduction of capital.

• Where future calls on shares have been reduced as part of a capital reduction, a member's liability is capped at the difference between the new share amount recorded in the minute and what has already been paid (or deemed paid) on the share.
• If a creditor who was entitled to object to the capital reduction was unaware of the court confirmation proceedings and was therefore not included on the list of creditors, and the company later cannot pay that creditor's debt, members at the date of registration may be called upon to contribute up to the amount they would have owed had winding up commenced the day before.
• In a winding up, the court may, on application by such an unaware creditor, draw up a list of liable contributors and enforce calls against them as if they were ordinary contributories.
• Any company officer who intentionally conceals the name of a creditor entitled to object, or deliberately misrepresents the nature or amount of a creditor's debt or claim, commits a category 2 offence.

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