Section 644 - Statement By Directors

The Share Capital Reduction – Guidance Notes should be read in advance of this document.

The Companies Act 2006 introduced a new way for private limited companies only to reduce the amount of their share capital.

Since 1 October 2008 private limited companies, as an alternative to passing a special resolution and obtaining court approval, have had the option of reducing the amount of their share capital by special resolution supported by a solvency statement made by the directors.

In order to reduce the amount of share capital through the solvency statement route, private companies must submit to Companies House the following within 15 days:
- the special resolution;
- the solvency statement;
- a statement of capital showing the alteration in the company's share capital in Form SH19 (Section 644 & 649);
- a further statement of the directors under section 644(5) of the Companies Act 2006 confirming that the special resolution authorising the reduction of share capital was passed within 15 days of the date on which the solvency statement was made; and
- (since 6th April 2010) Fee of £10 for a standard service or £50 for a same day service.

This document is in open format. The document contains fields which must be completed. It also contains wording options in square brackets which must be adjusted to suit your purposes.

If a written resolution was used to pass the special resolution, then the words in the second pair of square brackets in numbered paragraph 2 of Section 644 – Statement by Directors should be deleted.

If a general meeting was used to pass the special resolution, then the words in the first pair of square brackets in numbered paragraph 2 of Section 644 – Statement by Directors should be deleted.

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