Western Australian Consolidated Acts Western Australian Consolidated Acts (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, subject to the provisions of subsection (2) and the
qualifications following, that is to say: —
(a) 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;
(b) 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;
(c) 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;
(d) 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 of
which he is liable as a present or past member;
(e)
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;
(f) 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 not a member of the company; but any such sum may be taken
into account for the purpose of the final adjustment of the rights of the
contributories among themselves.
(2) In the winding-up
of a limited company any director or manager, whether past or present, whose
liability is under the provisions of this Act unlimited shall, in addition to
his liability (if any) to contribute as an ordinary member, be liable to make
a further contribution as if he were at the commencement of the winding-up a
member of an unlimited company: Provided that —
(a) a
past director or manager shall not be liable to make such further contribution
if he has ceased to hold office for a year or upwards before the commencement
of the winding-up;
(b) a
past director or manager shall not be liable to make such further contribution
in respect of any debt or liability of the company contracted after he ceased
to hold office;
(c)
subject to the articles of the company, a director or manager shall not be
liable to make such further contribution unless the Court deems it necessary
to require that contribution in order to satisfy the debts and liabilities of
the company and the costs, charges and expenses of the winding-up.
(3) Nothing contained
in this Part shall have the effect of rendering a member of a
no liability company liable for the payment of any calls.