Section 97 — Companies Act 1993: Liability of shareholders

97 Liability of shareholders (1) Except where the constitution of a company provides that the liability of the shareholders of the company is unlimited, a shareholder is not liable for an obligation of the company by reason only of being a shareholder. (2) Except where the constitution of a company provides that the liability of the shareholders of the company is unlimited, the liability of a shareholder to the company is limited to— (a) Any amount unpaid on a share held by the shareholder: (b) Any liability expressly provided for in the constitution of the company: (c) Any liability under sections 131 to 137 of this Act that arises by reason of section 126(2) of this Act: (d) Any liability to repay a distribution received by the shareholder to the extent that the distribution is recoverable under section 56 of this Act: (e) Any liability under section 100 of this Act. (3) Nothing in this section affects the liability of a shareholder to a company under a contract, including a contract for the issue of shares, or for any tort, or breach of a fiduciary duty, or other actionable wrong committed by the shareholder.