Section 254MCorporations Act 2001 (Cth)

Liability on partly‑paid shares

General rule about shareholder’s liability for calls

(1) If shares in a company are partly‑paid, the shareholder is liable to pay calls on the shares in accordance with the terms on which the shares are on issue. This subsection does not apply to a no liability company.

Note: The shareholder may also be liable as a contributory under sections 514‑529 if the company is wound up.

No liability companies

(2) The acceptance by a person of a share in a no liability company, whether by issue or transfer, does not constitute a contract by the person to pay:

(a) calls in respect of the share; or

(b) any contribution to the debts and liabilities of the company.

Sourced from the Federal Register of Legislation at 17 May 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au. Verify the current text against the official source before relying on it.

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