Part 4 — Alteration of Constitution Division 1 Memorandum of Association
41 Member's liability re share
respect of any share to any call or contribution exceeding in
amount the difference, if any, between the amount paid, or, as the
case may be, the reduced amount, if any, that is to be deemed to
have been paid on the share, and the amount of the share as fixed
by the minute.
(2) Notwithstanding subsection (1), if any creditor entitled in
respect of any debt or claim to object to the reduction of share
capital is by reason of the creditor's ignorance of the proceedings
for reduction, or of their nature and effect with respect to the
creditor's claim, not entered on the list of creditors, and after the
reduction the company is unable to pay the amount of the creditor's
debt or claim, then
(a) every person who was a memb er of the company at the date
of the registration of the order for reduction and minute is
liable to contribute for the payment of that debt or claim an
amount not exceeding the amount that the person would
have been liable to contribute if the company had
commenced to be wound up on the day before that
registration, and
(b) if the company is wound up , the Court, on the application of
any such creditor, and proof of the creditor's ignorance as
aforesaid, may, if it thinks fit, settle accordingly 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.
RSA 2000
(3) Nothing in this section affects the rights of the contributories
among themselves.
RSA 1970 c60 s41