221. Liability to contribute of past and present members

(1) Subject to subsection (2), when a Company is wound up, every present and past member is liable to contribute to its assets to any amount sufficient for the payment of its debts and liabilities, and the expenses of the winding-up, and for the adjustment of the rights of contributories among themselves.
(2) A past or present member is not liable to contribute —
(a) if he has ceased to be a member for one (1) year or more before the commencement of the winding-up;
(b) in respect of any debt or liability of the Company contracted after he ceased to be a member;
(c) if it appears to the Court that the existing members are able to satisfy the contributions required to be made by them;
(d) in the case of a Company limited by shares, a sum more than an amount (if any) unpaid on the shares in respect of which he is liable as a past or present member; and
(e) in the case of a Company limited by guarantee, in excess of the amount undertaken to be contributed by him to the Company's assets in the event of the Company being wound up.
(3) A sum due to any member of the Company (in his character as a member) by way of dividends, profits or otherwise is not deemed to be a debt of the Company, payable to that member in a case of competition between himself and any other creditor not a member of the Company, but any such sum may be taken into account for the purpose of the final adjustment of rights of contributories among themselves.