Section 523 — Corporations Act 2001 (Cth)

Past member of former unlimited company

If an unlimited company changes to a limited company under section 164, a past member who was a member at the time of the change is liable:

(a) despite section 521; and

(b) if no person who was a member at that time is a member at the commencement of the winding up—despite section 522;

to contribute in respect of the company’s debts and liabilities contracted before that time.

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.

Related sections

s 520 — Past member: later debts
s 521 — Person ceasing to be a member a year or more before winding up
s 522 — Present members to contribute first
s 524 — Past member of former limited company
s 526 — Liability on certain contracts
s 527 — Nature of contributory’s liability

Research how courts apply s 523

BriefBridge searches Australian caselaw by meaning — every answer cited to the paragraph.

Try BriefBridge free