Liability of shareholders

97 Liability of shareholders

(1)

Except where the constitution of a company provides that the liability of the shareholders of the company is unlimited, a shareholder is not liable for an obligation of the company by reason only of being a shareholder.

(2)

Except where the constitution of a company provides that the liability of the shareholders of the company is unlimited, the liability of a shareholder to the company is limited to—

(a)

any amount unpaid on a share held by the shareholder:

(b)

any liability expressly provided for in the constitution of the company:

(c)

any liability under sections 131 to 137 that arises by reason of section 126(2):

(d)

any liability to repay a distribution received by the shareholder to the extent that the distribution is recoverable under section 56:

(e)

any liability under section 100.

(3)

Nothing in this section affects the liability of a shareholder to a company under a contract, including a contract for the issue of shares, or for any tort, or breach of a fiduciary duty, or other actionable wrong committed by the shareholder.