All sections · Part V: Shares · Sub-Part IV: Distributions
72 当公司未能通过偿付能力测试时，收回已作出的分配
(1)如果公司已向某一成员作出分配，而公司在分配后未立即满足偿付能力测试，则该公司可向该成员收回该分配(或其价值)，但只有在以下情况下才可这样做。
(a) 该成员在不知道该实体未能通过偿付能力测试的情况下，以非善意的方式接受分配或分配的利益（如果有的话）。
(b) 该成员的立场并没有因为依赖该分配的有效性而改变；以及
(c) 要求全额还款或根本不还款并不公平。
(2) 如果公司已向一名或多名成员作出分配，而公司在分配后没有立即满足偿付能力测试，董事如果没有采取合理步骤确保按照第70条的规定作出分配，或在保护单元公司的情况下按照第71条的规定作出分配，应向公司承担个人责任，向公司偿还不能从成员那里收回的任何部分分配。
(3) 如果在根据本节对董事或成员提起的诉讼中，法院发现公司可以通过作出较小的分配来满足偿付能力测试，法院可以------。
(a) 允许该成员留下；或
(b) 处长免于承担与本可适当作出的分配的价值相等的金额的责任。
第五节 - 赎回和收购库藏股
(a) 该成员在不知道该实体未能通过偿付能力测试的情况下，以非善意的方式接受分配或分配的利益（如果有的话）。
(b) 该成员的立场并没有因为依赖该分配的有效性而改变；以及
(c) 要求全额还款或根本不还款并不公平。
(2) 如果公司已向一名或多名成员作出分配，而公司在分配后没有立即满足偿付能力测试，董事如果没有采取合理步骤确保按照第70条的规定作出分配，或在保护单元公司的情况下按照第71条的规定作出分配，应向公司承担个人责任，向公司偿还不能从成员那里收回的任何部分分配。
(3) 如果在根据本节对董事或成员提起的诉讼中，法院发现公司可以通过作出较小的分配来满足偿付能力测试，法院可以------。
(a) 允许该成员留下；或
(b) 处长免于承担与本可适当作出的分配的价值相等的金额的责任。
第五节 - 赎回和收购库藏股
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Recovery of distributions made when company did not satisfy solvency test
(1) Where a distribution has been made to a member by a company and the
company did not, immediately after the distribution, satisfy the solvency
when company did not
test, then the distribution (or the value thereof) may be recovered by the
company from the member but only if —
(a) the member received the distribution or the benefit of the
distribution (as the case maybe) other than in good faith and
without knowledge of the company‘s failure to satisfy the solvency
test;
(b) the member‘s position has not been altered by the member relying
on the validity of the distribution; and
(c) it would not be unfair to require repayment in full or at all.
(2) Where a distribution has been made to a member or members by a
company and the company did not, immediately after the distribution,
satisfy the solvency test, then, a director who failed to take reasonable steps
to ensure that the distribution was made in accordance with section 70, or,
in the case of a protected cell company, section 71, shall be personally
liable to the company to repay to the company so much of the distribution
as is not able to be recovered from members.
(3) If, in an action brought against a director or member under this section, the
Court is satisfied that the company could, by making a distribution of a
lesser amount, have satisfied the solvency test, the Court may —
(a) permit the member to retain; or
(b) relieve the director from liability in respect of, an amount equal
to the value of any distribution that could properly have been
made.
company did not, immediately after the distribution, satisfy the solvency
when company did not
test, then the distribution (or the value thereof) may be recovered by the
company from the member but only if —
(a) the member received the distribution or the benefit of the
distribution (as the case maybe) other than in good faith and
without knowledge of the company‘s failure to satisfy the solvency
test;
(b) the member‘s position has not been altered by the member relying
on the validity of the distribution; and
(c) it would not be unfair to require repayment in full or at all.
(2) Where a distribution has been made to a member or members by a
company and the company did not, immediately after the distribution,
satisfy the solvency test, then, a director who failed to take reasonable steps
to ensure that the distribution was made in accordance with section 70, or,
in the case of a protected cell company, section 71, shall be personally
liable to the company to repay to the company so much of the distribution
as is not able to be recovered from members.
(3) If, in an action brought against a director or member under this section, the
Court is satisfied that the company could, by making a distribution of a
lesser amount, have satisfied the solvency test, the Court may —
(a) permit the member to retain; or
(b) relieve the director from liability in respect of, an amount equal
to the value of any distribution that could properly have been
made.
