Section 79Part 4 — Management and Administration of Companies and Associations
Modification of section
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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 windi ng 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, whi ch that person is liable to contribute as an ordinary member of the company; ( c ) no contribution re quired 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 suc h 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 a ny, 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. Assoc iation not for Profit 80. Circumstances in which a company may be registered without “limited” in its name 80 .
A company registered under this Act or an association applying to be registered under this Act , may in accordance wit h section 80A , apply to the Registrar to be designated as a company to which this section applies if the company or association —
was formed or is to be formed primarily for the promotion of charitable, philanthropic, religious, cultural, educational, social or fraternal purposes or objects, including, for the avoidance of doubt, a group of persons sharing a co mmon profession or interest which, to the satisfaction of the Registrar, qualifies the company or association for registration under this section; and
has applied or intends to apply the profits, if any, or other income of the company or association pr imarily for the promotion of charitable, philanthropic, religious, cultural, 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 registration under this section.
The Registrar shall only approve an application for designation under this section if the memorandum and articles of association of a company registered under t his Act or an association being registered under this Act and applying for designation, contain language to the effect that —
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
no portion of the assets and income of the company o r 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.
Pursuant to an application made under subsection (1), the Registrar may direct that a company registered under thi s Act or that an association being registered under this Act , 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 Act imposed on companies, except the obligations under this Act requiring a company —
to use the word “Limited” or the abbreviation “Ltd.” as any part of its name;
to send a list of its members to the Registrar;
to comply with the provisions of section s 51 o r 55 or pay any fees pursuant to section 199 ; or
to pay the fees prescribed by section s 26 , 41 an d 169 .
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 imposed to be inserted or endorsed on the memorandum or articles of association of the company or association being registered.
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 Act ( 2020 Revision ) which has similar objects.
For the purpose of this section “ non - profit organisation ” has the same meaning as that assigned to these words in the Non - Profit Organisa tions Act ( 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 compa ny or an association to which section 80 refers and shall be —
made in the form specified by the Registrar; and
accompanied by the non - refundable application 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, contr ol or direct the company.