In the event of a company being wound up, section 49 as respects the contribution to be required from any director or manager whose liability is unlimited by virtue of section 78 shall have effect subject to the following modifications — (a) subject as hereinafter contained, any such director, managing director or manager whether past or present shall, in addition to that person’s liability, if any, to contribute as an ordinary member, be liable to contribute as if that person were at the date of the commencement of such winding up a member of an unlimited company; (b) no contribution required from any past director or manager who has ceased to hold such office for a period of one year or upwards prior to the commencement of such winding up, shall exceed the amount, if any, which that person is liable to contribute as an ordinary member of the company; (c) no contribution required from any past director or manager in respect of any debt or liability of the company contracted after the time at which that person ceased to hold such office shall exceed the amount, if any, which that person is liable to contribute as an ordinary member of the company; and (d) subject to the regulations of the company, no contribution required from any director or manager shall exceed the amount, if any, which that person is liable to contribute as an ordinary member, unless the Court thinks it necessary to require such contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expenses of the winding up. Association not for Profit 80. Circumstances in which a company may be registered without “limited” in its name 80 . (1) A company registered under this Law or an association applying to be registered under this Law, may in accordance with section 80A , apply to the Registrar to be designated as a company to which this section applies if the company or association — ( a ) was formed or is to be formed primarily for t he promotion of charitable, philanthropic, religious, cultural, educational, social or fraternal purposes Section 80 Companies Law (2020 Revision) Page 64 Revised as at 31st December, 2019 c or objects, including, for the avoidance of doubt, a group of persons sharing a common profession or interest which, to the satisfaction of the Registrar, qualifies the company or association for registration under this section; and ( b ) has applied or intends to apply the profits, if any, or other income of the company or association primarily for the promotion of charitable, philanthropic, religious, c ultural, educational, social or fraternal purposes or objects, including, for the avoidance of doubt, a group of persons sharing a common profession or interest which, to the satisfaction of the Registrar, qualifies the company or association for registrat ion under this section. ( 2 ) The Registrar shall only approve an application for designation under this section if the memorandum and articles of association of a company registered under this Law or an association being registered under this Law and applyi ng for designation, contain language to the effect that — (a) the assets, profits, if any, and other income of the company or association applying for designation, shall be applied exclusively in the furtherance of the objects of the company or association; and (b) no portion of the assets and income of the company or association shall be distributed as profit or dividend directly or indirectly to the controllers, shareholders, owners or members of the company or association, unless such distribution is intended for the legitimate purpose of compensating a person for services to further the objects of the company or association or to pay the liabilities incurred on behalf of the company or association. ( 3 ) Pursuant to an application made under subsection (1), the Registrar may direct that a company registered under this Law or that an association being registered under this Law, be registered with limited liability without the addition of the word “Limited” or the abbreviation “Ltd.” to the company ’ s name and that upon registration shall enjoy all the privileges and be subject to all the obligations by this Law imposed on companies, except the obligations under this Law requiring a company — ( a ) to use the word “Limited” or the abbreviation “Ltd.” as any pa rt of its name; ( b ) to send a list of its members to the Registrar; ( c ) to comply with the provisions of section s 51 or 55 or pay any fees pursuant to sectio n 199 ; or ( d ) to pay the fees prescribed by section s 26 , 41 and 169 . ( 4 ) The Registrar may impose any conditions that the Registrar thinks fit to impose on a company designated under this section and shall cause the conditions Companies Law (2020 Revision) Section 80A c Revised as at 31st December, 2019 Page 65 imposed to be inserted or endorsed on the memorandum or articles of association of the company or association being registered. ( 5 ) Where a company designated under this section is to be dissolved, the person who owns, controls or directs that company shall ensure that any assets of the company remaining after the satisfaction of all debts and liabilities of the company shall be transferred to another company registered under this section or a non - profit organisation registered under the Non - Profit Organisations Law ( 2020 Revision ) which has similar objects. ( 6 ) For the purpose of this section “ non - profit o rganisation ” has the same meaning as that assigned to these words in the Non - Profit Organisa tions Law ( 2020 Revision ) . 80A. Application for designation under section 80 80A .(1) An application for designation as a company under section 80 may be made to the Registrar by a company or an association to which section 80 refers and shall be — ( a ) made in the form specified by the Registrar; and ( b ) accompanied by the non - refundable appl ication fee prescribed in Part 3A. ( 2 ) A company making an application under subsection (1) shall, at the time of making the application, file with the Registrar a list of the persons who own, control or direct the company. 80B. Obligations for companies designated under section 80 80B .A company designated pursuant to section 80 that is not registered pursuant to the Non-Profit Organisations Law (2020 Revision) shall — ( a ) file with the Registrar, in the form specified by the Registrar, an annual return confirming the objects and activities of the company; ( b ) in the manner specified by the Registrar, notify the Registrar of any change in — ( i ) the objects or activities of the company; or ( ii ) the address of the registered office or the location of the company, within thirty days of the date of the change; ( c ) maintain the proper books of account for a minimum period of five years; ( d ) comply with any conditions imposed by the Registrar upon registration; ( e ) establish and maintain internal controls and systems appropriate for the company to identify conduct which may involve the financing of terrorism; Section 80C Companies Law (2020 Revision) Page 66 Revised as at 31st December, 2019 c ( f ) notify the Registrar, in the manner specified by the Registrar, of any change in the person who owns, controls or directs the company, within thirty days of the date of the change; and ( g ) pay the fee prescribed in Part 3A for any changes for which the Registrar is required to be notified pursuant to this section.