Companies Act Section 286 — Obligations of directors and managers
CHAPTER XX WINDING UP
Commercial / Corporate
Summary
In the case of a limited company, any person who is or has been a director or manager, and whose liability is unlimited under the provisions of this Act, must, in addition to any liability they have to contribute as an ordinary member, also be liable to make a further contribution as if they were, at the start of the winding up, a member of an unlimited company.
Under the proviso (a), a person who has been a director or manager will not be liable to make this further contribution if they stopped holding office for a year or more before the winding up began.
Under the proviso (b), a person who has been a director or manager will not be liable to make this further contribution for any debt or liability of the company that was contracted after they stopped holding office.
Under the proviso (c), subject to the company's articles, a director or manager will not be liable to make this further contribution unless the Tribunal deems it necessary to require the contribution in order to satisfy the company's debts and liabilities, and the costs, charges, and expenses of the winding up.
Official Text
In the case of a limited company, any person who is or has been a director or manager, whose liability is unlimited under the provisions of this Act, shall, in addition to his liability, if any, to contribute as an ordinary member, be liable to make a further contribution as if he were at the commencement of winding up, a member of an unlimited company:
Provided that —
(a) a person who has been a director or manager shall not be liable to make such further contribution, if he has ceased to hold office for a year or upwards before the commencement of the winding up;
(b) a person who has been a director or manager shall not be liable to make such further contribution in respect of any debt or liability of the company contracted after he ceased to hold office;
(c) subject to the articles of the company, a director or manager shall not be liable to make such further contribution unless the Tribunal deems it necessary to require the contribution in order to satisfy the debts and liabilities of the company, and the costs, charges and expenses of the winding up.