Companies Act 2006

Public company reducing capital below authorised minimum

650 Public company reducing capital below authorised minimum

(1) This section applies where the court makes an order confirming a reduction of a public company’s capital that has the effect of bringing the nominal value of its allotted share capital below the authorised minimum.

(2) The registrar must not register the order unless either—

(a) the court so directs, or

(b) the company is first re-registered as a private company.

(3) Section 651 provides an expedited procedure for re-registration in these circumstances.

651 Expedited procedure for re-registration as a private company

(1) The court may authorise the company to be re-registered as a private company without its having passed the special resolution required by section 97.

(2) If it does so, the court must specify in the order the changes to the company’s name and articles to be made in connection with the re-registration.

(3) The company may then be re-registered as a private company if an application to that effect is delivered to the registrar together with—

(a) a copy of the court’s order, and

(b) notice of the company’s name, and a copy of the company’s articles, as altered by the court’s order.

(4) On receipt of such an application the registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(5) The certificate must state that it is issued on re-registration and the date on which it is issued.

(6) On the issue of the certificate—

(a) the company by virtue of the issue of the certificate becomes a private company, and

(b) the changes in the company’s name and articles take effect.

(7) The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.