Liability of shareholders
87. (1) A shareholder shall not be liable for any act,
default or an obligation of the company, by reason only of being a shareholder.
(2) The liability of a shareholder to the company is limited to any liability expressly provided for in the articles of the company or under this Act.
(3) Nothing in this section shall effect the liability of a shareholder to a company under a contract including a contract for the issue of shares, or for any tort or breach of a fiduciary duty or other actionable wrong committed by the shareholder.
88. (1) Subject to section 269, where a share renders its holder liable to calls or otherwise imposes a liability on its holder, that liability shall attach to the holder of the share for the time being and not to a former holder of the share, whether or not the liability became enforceable before the share was registered in the name of the current holder.
(a) all or part of the consideration payable in respect of the issue of a share remains unsatisfied ; and (b) the person to whom the share was issued no longer holds that share, liability in respect of that unsatisfied considerations shall not attach to subsequent holders of the share, but shall remain the liability of the person to whom the share was issued or of any other person who assumed that liability at the time of issue.
89. Notwithstanding anything to the contrary in the articles of the company, a shareholder shall not be—
(a) bound by a resolution altering its articles ; or
(b) required to acquire or hold more shares in the company, where that resolution or the holding of those shares would increase the liability of the shareholder to the company, unless the shareholder agrees in writing to be bound by the resolution or to accept the shares, as the case may be.