Part 4 — Alteration of Constitution Division 1 Memorandum of Association
45 Liability of directors
vote in favour of or consent to a resolution authorizing the
company to purchase any share issued by it, are jointly and
severally liable to restore to the company any amount so paid and
not otherwise recovered by the company.
(2) A director who has satisfied a judgment ordered under this
section is entitled to contribution from the other directors who
voted in favour of or consented to the resolution.
(3) If a company has purchased any share in contravention of
section 44,
(a) any creditor who was a cred itor at the time of the purchase,
(b) any shareholder, or
(c) any director who is liable under subsection (1),
may apply to the Court by originating notice for an order
compelling the shareholder or former shareholder from whom the
share was so purchased to repay to the company an amount equal
to the purchase price received for that share.
(4) The Court, on application under subsection (3), may
(a) order the shareholder or former shareholder from whom the
share was purchased to pay to the company an amount equal
to the purchase price received for the share purchased in
contravention of section 44;
(b) order the company to issue an equivalent number of shares
to the shareholder or the former shareholder;
(c) make any other order that it thinks appropriate.
(5) An action to enforce a liability under subsection (1) may be
commenced only within 2 years after the date of completion of the
purchase.
RSA 1980 cC-20 s45
46 Repealed 2020 c25 s2(26).
RSA 2000