Companies Act 1985

505 Limited company formerly unlimited

(1) This section applies in the case of a company being wound up which was at some former time registered as unlimited but has re-registered—

(a) as a public company under section 43 of this Act (or the former corresponding provision, section 5 of the [1980 c. 22.] Companies Act 1980), or

(b) as a limited company under section 51 of this Act (or the former corresponding provision, section 44 of the [1967 c. 81.] Companies Act 1967).

(2) Notwithstanding section 502(2)(a) above, a past member of the company who was a member of it at the time of re-registration, if the winding up commences within the period of 3 years beginning with the day on which the company was re-registered, is liable to contribute to the assets of the company in respect of debts and liabilities contracted before that time.

(3) If no persons who were members of the company at that time are existing members of it, a person who at that time was a present or past member is liable to contribute as above notwithstanding that the existing members have satisfied the contributions required to be made by them under this Act.

This applies subject to section 502(2)(a) above and to subsection (2) of this section, but notwithstanding section 502(2)(c).

(4) Notwithstanding section 502(2)(d) and (3), there is no limit on the amount which a person who, at that time, was a past or present member of the company is liable to contribute as above.