181. (a) A
company may prescribe in its articles of association or in an allotment
agreement provisions allowing the board of directors to forfeit a share
allotted by the company and to sell it, if all or part of the
consideration owed to the company by the shareholder (hereinafter “the
debtor”) remains outstanding on the date and under the conditions
prescribed in the articles of association or in such agreement.
(b) Shares forfeited and
not yet sold shall be dormant shares, as defined in section 308.
(c) The debtor shall
continue to be in debt to the company, unless the shares forfeited have been
sold and the company has received the full consideration owed, together with
additional sale costs.
(d) Where the
consideration received for sale of forfeited shares exceeds the consideration
owed by the debtor, the debtor shall be entitled to a refund of part of the
consideration given for them, if any, subject to the provisions of the articles
of association or any allotment agreement, provided that the consideration
remaining in the possession of the company shall be no less than the full
consideration owed by the debtor, together with costs involved in the sale.
(e) The provisions of
this section shall not derogate from any other remedy available to the company
as against the debtor.