(1) Subject to this section, in the event of a company being wound up every present or past member is liable to contribute to the assets of the company to an amount sufficient for payment of its debts and expenses of the winding-up, and the adjustment of the rights of the members and past members among themselves.
(2) Subsection (1) is subject to the following limitations, namely—
(a) a past member is not liable to contribute if he or she has ceased to be a member for a period of one year or upwards before the commencement of the winding-up;
(b) a past member is not 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 under of this section;
(c) a contribution is not required from any member or past member exceeding the amount, if any, unpaid on the shares in respect of which he or she is liable as a present or past member, or, as the case may be, the amount undertaken to be contributed by him or her to the assets of the company in the event of its being wound up;
(d) any sum due from the company to a member or past member, in his or her character of member, by way of dividend or otherwise, shall not be set-off against the amounts for which he or she is liable to contribute in accordance with this section, but any such sum shall be taken into account for the purposes of final adjustment of the rights of the members and past members amongst themselves.
(3) “Member” in relation to a company means an incorporator of the company and any other person who agrees to become a member of the company and whose name is entered in the company's register of members; and for the purposes of subsections (1) and (2) “past member” includes the estate of a deceased member and, where any person dies after becoming liable as a member or past member, the liability is enforceable against his or her estate.
(4) Except as provided in subsections (1) to (3), a member or past member of a company is not liable as such for any of the debts or liabilities of the company.
(5) In the event of a company being wound up any part of the issue price of a share remaining to be paid shall, with effect from the commencement of the winding-up, be treated as an amount unpaid on the share whether or not the due date for the payment has occurred.