24 Minimum membership for carrying on business.E+W+S
[F1(1)]If a company [F2other than a private company limited by shares or by guarantee,] carries on business without having at least two members and does so for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months—
(a)is a member of the company, and
(b)knows that it is carrying on business with only one member,
is liable (jointly and severally with the company) for the payment of the company’s debts contracted during the period or, as the case may be, that part of it.
[F3(2)For the purposes of this section references to a member of a company do not include the company itself where it is such a member only by virtue of its holding shares as treasury shares.]
Textual Amendments
F1S. 24: the existing provision becomes subsection (1) (of that section) (1.12.2003) by The Companies (Acquisition of Own Shares)(Treasury Shares) Regulations 2003 (S.I. 2003/1116), reg. 4, {Sch. para. 2}
F2Words in s. 24 inserted (15.7.1992) by S.I. 1992/1699, reg. 2, Sch. para.2.
F3S. 24(2) inserted (1.12.2003) by The Companies (Acquisition of Own Shares)(Treasury Shares) Regulations 2003 (S.I. 2003/1116), reg. 4, {Sch. para. 2}
Modifications etc. (not altering text)
C1S. 24 modified (12.2.1992) by S.I. 1992/225, reg. 61(7).
S. 24 amended (15.7.1992) by S.I. 1992/1699, reg.3.
S. 24 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C2S. 24 excluded (temp. from 22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 7(1)
C3S. 24 excluded (temp. from 29.9.2008 at 8.00 a.m.) by The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 8(1)