http://www.legislation.gov.uk/ukpga/2006/46/section/589Companies Act 2006 An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.texttext/xmlenStatute Law Database2026-07-24Expert Participation2026-07-16 Companies Act 2006s. 479A(2)(c)(zi)The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019reg. 4(b)(i)reg. 2Companies Act 2006Sch. 10 para. 6(2D)The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019reg. 28(e)reg. 2Companies Act 2006Sch. 10 para. 7(2A)The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019reg. 29(b)reg. 2Companies Act 2006ActThe Companies (Revision of Defective Accounts and Reports) (Amendment) Regulations 2013reg. 4reg. 1(1)Companies Act 2006ActThe Companies (Revision of Defective Accounts and Reports) (Amendment) Regulations 2013reg. 9(a)reg. 1(1)Companies Act 2006Sch. 11A para. 17E-17GEnglish Devolution and Community Empowerment Act 2026Sch. 36 para. 35s. 108(6) Part 17Chapter 55891This section applies in relation to liability under—section 585(2) (liability of allottee in case of breach by public company of prohibition on accepting undertaking to do work or perform services),section 587(2) or (4) (liability of allottee in case of breach by public company of prohibition on payment by long-term undertaking), orsection 588 (liability of subsequent holders of shares),as it applies in relation to a contravention of those sections.2A person who—ais subject to any such liability to a company in relation to payment in respect of shares in the company, orbis subject to any such liability to a company by virtue of an undertaking given to it in, or in connection with, payment for shares in the company,may apply to the court to be exempted in whole or in part from the liability.3In the case of a liability within subsection (2)(a), the court may exempt the applicant from the liability only if and to the extent that it appears to the court just and equitable to do so having regard to—awhether the applicant has paid, or is liable to pay, any amount in respect of—iany other liability arising in relation to those shares under any provision of this Chapter or Chapter 6, oriiany liability arising by virtue of any undertaking given in or in connection with payment for those shares;bwhether any person other than the applicant has paid or is likely to pay, whether in pursuance of any order of the court or otherwise, any such amount;cwhether the applicant or any other person—ihas performed in whole or in part, or is likely so to perform any such undertaking, oriihas done or is likely to do any other thing in payment or part payment for the shares.4In the case of a liability within subsection (2)(b), the court may exempt the applicant from the liability only if and to the extent that it appears to the court just and equitable to do so having regard to—awhether the applicant has paid or is liable to pay any amount in respect of liability arising in relation to the shares under any provision of this Chapter or Chapter 6;bwhether any person other than the applicant has paid or is likely to pay, whether in pursuance of any order of the court or otherwise, any such amount.5In determining whether it should exempt the applicant in whole or in part from any liability, the court must have regard to the following overriding principles—aa company that has allotted shares should receive money or money's worth at least equal in value to the aggregate of the nominal value of those shares and the whole of any premium or, if the case so requires, so much of that aggregate as is treated as paid up;bsubject to that, where a company would, if the court did not grant the exemption, have more than one remedy against a particular person, it should be for the company to decide which remedy it should remain entitled to pursue.6If a person brings proceedings against another (“the contributor”) for a contribution in respect of liability to a company arising under any provision of this Chapter or Chapter 6 and it appears to the court that the contributor is liable to make such a contribution, the court may, if and to the extent that it appears to it just and equitable to do so having regard to the respective culpability (in respect of the liability to the company) of the contributor and the person bringing the proceedings—aexempt the contributor in whole or in part from his liability to make such a contribution, orborder the contributor to make a larger contribution than, but for this subsection, he would be liable to make.Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))Pt. 17 Ch. 5 excluded (8.12.2017) by The Risk Transformation Regulations 2017 (S.I. 2017/1212), regs. 1(2), 176(4) (with reg. 189)