Companies Act 1993

Shareholders and their rights and obligations - Liability of shareholders

100: Liability for calls

You could also call this:

“Shareholders' responsibilities for unpaid amounts on shares”

If you own a share in a company that requires you to pay money or do something else, you are responsible for that, not someone who owned the share before you. This is true even if the responsibility started before you got the share.

If someone was supposed to pay for a share when they got it, but they didn’t pay all of it, and then they sold the share to someone else, the new owner doesn’t have to pay the rest. The person who first got the share still has to pay what they owe, or anyone else who agreed to take on that responsibility when the share was first given out.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320474.

Topics:
Business > Industry rules
Business > Fair trading

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99: Additional provisions relating to liability of shareholders and former shareholders, or

“Rules about owing money to a company for current and former shareholders”


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101: Shareholders not required to acquire shares by alteration to constitution, or

“Company rule changes can't force you to buy more shares”

Part 7 Shareholders and their rights and obligations
Liability of shareholders

100Liability for calls

  1. Where a share renders its holder liable to calls, or otherwise imposes a liability on its holder, that liability attaches to the holder of the share for the time being, and not to a prior holder of the share, whether or not the liability became enforceable before the share was registered in the name of the current holder.

  2. Where—

  3. all or part of the consideration payable in respect of the issue of a share remains unsatisfied; and
    1. the person to whom the share was issued no longer holds that share,—
      1. liability in respect of that unsatisfied consideration does not attach to subsequent holders of the share, but remains the liability of the person to whom the share was issued, or of any other person who assumed that liability at the time of issue.