Statutory contributory liability in voluntary winding-up allows recovery of unpaid share calls without court sanction

On voluntary winding-up, unpaid amounts on shares already called remain recoverable by the liquidator as part of the shareholders' statutory contribution to the company's assets. The liquidator may make such calls without court sanction under the relevant winding-up provision. A recovery suit for these unpaid share amounts is treated as a claim for statutory liability, not an ordinary contractual debt, so the limitation period applicable to statutory debt governs. On that basis, the claim was not barred by limitation and remained enforceable against the contributories.

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Issues: Whether, on voluntary winding-up of a company, unpaid amounts on shares already called by the company could be recovered by the liquidators as a statutory liability, whether the liquidators could make such calls without court sanction, and whether the suit for recovery was barred by limitation.

Analysis: On winding-up, the liability of present and past members to contribute to the assets of the company arises under section 156 of the Companies Act, 1913 and is statutory in character. The unpaid amount on shares remains part of the contributory liability even if a prior call had been made by the company while it was a going concern. In a voluntary winding-up, section 212(1)(d) authorises the liquidator to make calls without obtaining the court's sanction. The recovery proceeding was therefore not for an ordinary contractual debt governed by article 112 of the Limitation Act, 1908, but for a statutory debt governed by article 120 of that Act.

Conclusion: The liquidators were competent to make the calls without court sanction, the suit was governed by article 120 of the Limitation Act, 1908, and the claim was not barred by limitation.

Final Conclusion: The appeals failed because the unpaid share amounts remained recoverable from the shareholders as statutory contributions in liquidation.

Ratio Decidendi: In a voluntary winding-up, unpaid share amounts can be recovered by the liquidator as a statutory contribution under the Companies Act, and a suit for such recovery is governed by the limitation period applicable to statutory liability rather than by the period applicable to an ordinary contractual debt.

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