Part 4 — Alteration of Constitution Division 1 Memorandum of Association
39 Objections by creditors
diminution of liability in respect of unpaid share capital or the
payment to any shareholder of any paid-up share capital, and in any
other case if the Court so directs, every creditor of the company
who at the date fixed by the Court is entitled to any debt or claim
that, if that date were the commencement of the winding-up of the
company, would be admissible in proof against the company, is
entitled to object to the reduction.
(2) The Court shall settle a list of creditors so entitled to object,
and for that purpose shall ascertain, as far as possible without
requiring an application from any creditor, the names of those
creditors and the nature and amount of their debts or claims, and
may publish notices fixing a day or days within which creditors not
entered on the list are to claim to be so entered or are to be
excluded from the right of objecting to the reduction.
RSA 2000
(3) If a creditor who is entered on the list and whose debt or claim
is not discharged or determined does not consent to the reduction,
the Court may, if it thinks fit, dispense with the consent of that
creditor, on the company securing payment of the creditor's debt or
claim by appropriating, as the Court may direct, the following
amount:
(a) if the company admits the full amount of the creditor's de bt
or claim, or, though not admitting it, is willing to provide
for it, then the full amount of the debt or claim;
(b) if the company does not a dmit or is not willing to provide
for the full amount of the debt or claim, or if the amount is
contingent or not ascertained, then an amount fixed by the
Court after the like inquiry and adjudication as if the
company were being wound up by the Court.
(4) A company that wilfully conceals the name of any creditor
entitled to object to the reduction, or wilfully misrepresents the
nature or amount of the debt or claim of any creditor, is guilty of an
offence.
(5) When a proposed reduction of capital involves either the
diminution of any liability in respect of unpaid capital or the
payment to any shareholder of any paid-up capital, if having regard
to any special circumstances of the case the Court thinks proper to
do so, the Court may direct that this section does not apply as
regards any class or any classes of creditors.
RSA 1970 c60 s39