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Section 76: Liability of past directors and shareholders.

Insolvency Act 1986 · 1986 c. 45View on legislation.gov.uk

Part IV: Winding Up of Companies Registered under the Companies Acts — Chapter I: Preliminary

This section applies where a company is being wound up and—

it has under Chapter 5 of Part 18 of the Companies Act 2006 (acquisition by limited company of its own shares: redemption or purchase by private company out of capital) made a payment out of capital in respect of the redemption or purchase of any of its own shares (the payment being referred to below as "the relevant payment"), and
the aggregate amount of the company's assets and the amounts paid by way of contribution to its assets (apart from this section) is not sufficient for payment of its debts and liabilities, and the expenses of the winding up.

If the winding up commenced within one year of the date on which the relevant payment was made, then—

the person from whom the shares were redeemed or purchased, and
the directors who signed the statement made in accordance with section 714(1) to (3) of the Companies Act 2006 for purposes of the redemption or purchase (except a director who shows that he had reasonable grounds for forming the opinion set out in the statement,

are, so as to enable that insufficiency to be met, liable to contribute to the following extent to the company's assets.

A person from whom any of the shares were redeemed or purchased is liable to contribute an amount not exceeding so much of the relevant payment as was made by the company in respect of his shares; and the directors are jointly and severally liable with that person to contribute that amount.

A person who has contributed any amount to the assets in pursuance of this section may apply to the court for an order directing any other person jointly and severally liable in respect of that amount to pay him such amount as the court thinks just and equitable.

Section 74 does not apply in relation to liability accruing by virtue of this section.

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This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.