Part V Share Capital, its Increase, Maintenance and Reduction

Chapter IV Reduction of Share Capital

135 Special resolution for reduction of share capital.

1

Subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles, by special resolution reduce its share capital in any way.

2

In particular, and without prejudice to subsection (1), the company may—

a

extinguish or reduce the liability on any of its shares in respect of share capital not paid up; or

b

either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or

c

either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the company’s wants;

and the company may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.

3

A special resolution under this section is in this Act referred to as “a resolution for reducing share capital”.