Companies Act 2006

649 Registration of order and statement of capital U.K.

(1) The registrar, on [F1 the delivery of a copy of a court order confirming the reduction of a company’s share capital] and of a statement of capital (approved by the court), shall register the order and statement.

This is subject to section 650 (public company reducing capital below authorised minimum).

(2) The statement of capital must state with respect to the company's share capital as altered by the order—

(a) the total number of shares of the company,

(b) the aggregate nominal value of those shares,

[F2 (ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and]

(c) for each class of shares—

(i) prescribed particulars of the rights attached to the shares,

(ii) the total number of shares of that class, and

(iii) the aggregate nominal value of shares of that class, F3 ...

F3 (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) The resolution for reducing share capital, as confirmed by the court's order, takes effect—

(a) in the case of a reduction of share capital that forms part of a compromise or arrangement sanctioned by the court under Part 26 (arrangements and reconstructions[F4 : general])—

(i) on delivery of the order and statement of capital to the registrar, or

(ii) if the court so orders, on the registration of the order and statement of capital;

[F5 (aa) in the case of a reduction of share capital that forms part of a compromise or arrangement sanctioned by the court under Part 26A (arrangements and reconstructions: companies in financial difficulty)—

(i) in the case of any company other than one to which sub-paragraph (ii) applies, on delivery of the order and statement of capital to the registrar;

(ii) in the case of an overseas company that is not required to register particulars under section 1046, on publication of the order and statement of capital in the Gazette;

(iii) in either case, if the court so orders, on the registration of the order and statement of capital;]

(b) in [F6 any case not falling within paragraph (a) or (aa)], on the registration of the order and statement of capital.

(4) Notice of the registration of the order and statement of capital must be published in such manner as the court may direct.

(5) The registrar must certify the registration of the order and statement of capital.

(6) The certificate—

(a) must be signed by the registrar or authenticated by the registrar's official seal, and

(b) is conclusive evidence—

(i) that the requirements of this Act with respect to the reduction of share capital have been complied with, and

(ii) that the company's share capital is as stated in the statement of capital.

Textual Amendments

F1 Words in s. 649(1) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 76, 219(1)(2)(b); S.I. 2024/269, reg. 2(z18)

F2 S. 649(2)(ba) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 6 para. 11(a); S.I. 2016/321, reg. 6(e)

F3 S. 649(2)(d) and word omitted (30.6.2016) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 6 para. 11(b); S.I. 2016/321, reg. 6(e)

F4 Word in s. 649(3)(a) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 33(9)(a) (with ss. 2(2), 5(2))

F5 S. 649(3)(aa) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 33(9)(b) (with ss. 2(2), 5(2))

F6 Words in s. 649(3)(b) substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 33(9)(c) (with ss. 2(2), 5(2))

Commencement Information

I1 S. 649 wholly in force at 1.10.2009; s. 649 not in force at Royal Assent, see s. 1300; s. 649 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 649 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)