Section 49Part 3 — Distribution of Capital and Liability of Members
Liability of present and past members of company
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In the event of a company being wound up every present and past member of such company shall be liable to contribute to the assets of the company to an amount sufficient for payment of the debts and liabilities of the company, and the costs, charges and expenses of the winding up and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves: Provided that —
a past member shall not be liable to contribute to the assets of the company if that person has ceased to be a member for a period of one year or upwards prior to the commencement of the winding up;
a past member shall not be liable to contribute in re spect of any debt or liability of the company contracted after the time at which that person ceased to be a member;
a past member shall not be liable to contribute to the assets of the company unless it appears to the Court that the existing members ar e unable to satisfy the contributions required to be made by them under this Act ;
in case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which that pers on is liable as a present or past member except where such member or past member holds or held shares of a class which are expressly stated in the memorandum of association to carry unlimited liability, as provided in section 8(2);
in the case of a com pany limited by guarantee, no contribution shall be required from any member exceeding the amount of the undertaking entered into on that person’s behalf by the memorandum of association, except where the amount of the undertaking of such member is unlimited, as provided in section 9(2);
nothing in this Act shall invalidate any provisions contained in any policy of insurance or other contract whereby the liability of individual members upon any such policy or contract is restricted, or whereby th e funds of the company are alone made liable in respect of such policy or contract; and
no sum due to any member of a company in that person’s character of a member by way of dividends, profits or otherwise, shall be deemed to be a debt of the company, payable to such member in a case of competition between that person and any other creditor not being a member of the company; but any such sum may be taken into account for the purposes of the final adjustment of the rights of the contributions amongst th emselves.