Articles and a memorandum of association were subscribed by the intending partners of a limited company, bearing that the ‘nominal capital of the company is pounds 105,000, divided into 1000 shares of pounds 105 each, whereof pounds 100,000 is paid up, and pounds 5000 remains to be called.’ A petition was presented by the official liquidator, in the winding-up of the company, alleging that the statement as to paid-up capital was false, that, in fact, no part of the subscribed capital was paid up, and that the subscribers to the memorandum and articles knew this to be the case; and craving the Court to settle a list of contributories as proposed by him, and make a call of pounds 30 per share. In a question between the petitioner and certain parties, who had purchased shares from original shareholders subsequent to the formation of the company, and who disputed their liability for more than pounds 5 per share or such part thereof as remained unpaid, held, by a majority of the whole Court, that the petitioner was entitled to a proof of the grounds upon which he contended that the names of these parties ought to be placed on the list of contributories. Opinion, by majority, that the limit of liability depended not on the bona fides of purchasers of shares, but on the fact, how far the amount of the shares was paid or unpaid. Held, that to the effect of enforcing any statutory liability of the share-holders to the creditors of the company the liquidator represents the creditors.
Citations:
[1867] SLR 5 – 372
Links:
Jurisdiction:
Scotland
Company, Torts – Other
Updated: 01 February 2022; Ref: scu.574832