Section 135 CAMA 2020
Section 135 Companies and Allied Matters Act is about Liability of members on reduced shares. It is under Reduction of Share Capital of Chapter 7 of PART B (Incorporation of Companies and Incidental Matters) of the Act.
Liability of members on reduced shares
(1) Where a company’s share capital is reduced, a member of the company (past or present) is not liable in respect of any share to any call or contribution exceeding in amount the difference (if any) between the amount of the share as fixed by the minutes and the amount paid on the share or the reduced amount (if any), which is deemed to have been paid on it, as the case may be.
(2) Subsections (3) and (4) shall apply if—
(a) a creditor entitled in respect of a debt or claim, to object to the reduction of share capital, by reason of his ignorance of the proceedings for reduction of share capital, or of their nature and effect with respect to his claim, is not entered on the list of creditors ; and
(b) after the reduction of capital, the company is unable (within the meaning of section 572) to pay the amount of the creditor’s debt or claim.
(3) Every person who was a member of the company at the date of the registration of the order for reduction and minutes, is liable to contribute for the payment of the debt or claim in question an amount not exceeding that which he would have been liable to contribute if the company had commenced to be wound up on the day before that date.
(4) If the company is wound up, the Court, on application of the creditor in question and proof of ignorance referred to in subsection (2) (a), may, if it deems fit, settle a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list, as if they were ordinary contributories in a winding-up.
(5) Nothing in this section affect the rights of the contributories among themselves.
