Section 99 — Companies Act 1993: Additional provisions relating to liability of shareholders and former shareholders

99 Additional provisions relating to liability of shareholders and former shareholders (1) If— (a) A shareholder or former shareholder of a company was, at any time, liable to the company in respect of a share held by that person; and (b) That liability was cancelled or reduced by— (i) An alteration of the constitution, repurchase or redemption of the share, or amalgamation; or (ii) Reregistration under this Act in accordance with the Companies Reregistration Act 1993 ; or (iii) A change of registration under section 30 of the Companies Act 1955; and (c) The company is, at the commencement of its liquidation, subject to liabilities incurred prior to the alteration of the constitution, repurchase or redemption of the share, amalgamation, reregistration, or change of registration, as the case may be; and (d) The assets of the company are not sufficient to discharge those liabilities in full,— that person is liable to the company for the amount specified in subsection (2) of this section. (2) A person is liable under subsection (1) of this section for the lesser of— (a) The amount by which the liability in respect of that share was reduced: (b) The amount required to be contributed in respect of each such share in order to discharge those liabilities. (3) The liability of a person under subsection (1) of this section is reduced by an amount received by that person as a distribution under section 57 of this Act and recovered from that person by the company. (4) The amount received by a person as a distribution under section 57 of this Act is reduced by any amount recovered from that person pursuant to subsection (1) of this section. (5) For the purposes of this section,— (a) The term company includes an amalgamating company which amalgamated with one or more other amalgamating companies to continue as that company: (b) A member of a company limited by guarantee registered under the Companies Act 1955 is to be treated as if the member was, prior to reregistration of that company under this Act in accordance with the Companies Reregistration Act 1993 , the holder of a share which rendered the member liable to calls not exceeding the amount of contribution specified in the memorandum of association as the amount undertaken to be contributed by that member in a winding up: (c) A member of an unlimited company registered under the Companies Act 1955 is to be treated as if the member was, prior to reregistration of that company under this Act in accordance with the Companies Reregistration Act 1993 , the holder of a share which rendered the member liable to unlimited calls.