546. Power of Court to grant relief

(1) This section applies in relation to liability under—
(a) section 542(2) (liability of allottee in case of breach by public company of prohibition on accepting undertaking to do work or perform services),
(b) section 544(2)or (4) (liability of allottee in case of breach by public company of prohibition on payment by long-term undertaking), or
(c) section 545 (liability of subsequent holders of shares),
as it applies in relation to a contravention of those sections.
(2) A person who—
(a) is subject to any such liability to a company in relation to payment in respect of shares in the company, or
(b) is subject to any such liability to a company by virtue of an undertaking given to it in, or in connection with, payment for shares in the company,
may apply to the Court to be exempted in whole or in part from the liability.
(3) In the case of a liability within subsection 546(2)(a), the Court may exempt the applicant from the liability only if and to the extent that it appears to the Court just and equitable to do so having regard to—
(a) whether the applicant has paid, or is liable to pay, any amount in respect of—
(i) any other liability arising in relation to those shares under any provision of this Chapter or Chapter 6, or
(ii) any liability arising by virtue of any undertaking given in or in connection with payment for those shares,
(b) whether any person other than the applicant has paid or is likely to pay, whether in pursuance of any order of the Court or otherwise, any such amount,
(c) whether the applicant or any other person—
(i) has performed in whole or in part, or is likely so to perform any such undertaking, or
(ii) has done or is likely to do any other thing in payment or part payment for the shares.
(4) In the case of a liability within subsection 546(2)(b), the Court may exempt the applicant from the liability only if and to the extent that it appears to the Court just and equitable to do so having regard to—
(a) whether the applicant has paid or is liable to pay any amount in respect of liability arising in relation to the shares under any provision of this Chapter or Chapter 6,
(b) whether any person other than the applicant has paid or is likely to pay, whether in pursuance of any order of the Court or otherwise, any such amount.
(5) In determining whether it should exempt the applicant in whole or in part from any liability, the Court must have regard to the following overriding principles—
(a) a company that has allotted shares should receive money or money's worth at least equal in value to their aggregate issue price or, if the case so requires, so much of that aggregate as is treated as paid up,
(b) subject to that, where a company would, if the Court did not grant the exemption, have more than one remedy against a particular person, it should be for the company to decide which remedy it should remain entitled to pursue.
(6) If a person brings proceedings against another ("the contributor") for a contribution in respect of liability to a company arising under any provision of this Chapter or Chapter 6 and it appears to the Court that the contributor is liable to make such a contribution, the Court may, if and to the extent that it appears to it just and equitable to do so having regard to the respective culpability (in respect of the liability to the company) of the contributor and the person bringing the proceedings—
(a) exempt the contributor in whole or in part from his liability to make such a contribution, or
(b) order the contributor to make a larger contribution than, but for this subsection, he would be liable to make.