Board Minutes to Reduce Share Capital following a Redenomination of Shares (s.626)
These board minutes may be used by a company where it wishes to pass a special resolution to authorise a reduction of share capital in accordance with section 626 of the Companies Act 2006.
Following a share redenomination in accordance with section 622 of the Companies Act 2006, a company may reduce its share capital for the purpose of rounding the redenomination values to values more suitable. This must be done within 3 months of the redenomination resolution. This is a completely separate process to a share capital reduction under Chapter 10 of the Companies Act 2006. The process under s.626 may only be used following a share redenomination.
In these minutes the board of directors propose the reduction of share capital, which must then be approved by the shareholders by special resolution. Section 626(4) states that the reduction may only be by up to 10% of the nominal value of the company’s share capital immediately following the capital reduction and this must be confirmed by the directors. This confirmation is also tabled at the board meeting.
These minutes are 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 the company has only one director, then paragraphs 1 to 3 and paragraph 9 can be deleted together with references to "the chairman". Similarly, any references to the "Company Secretary" should be deleted if the company does not have one and the field should be completed with the name of the director responsible for secretarial duties.
Paragraphs 5, 6, 7 and 8 should be amended depending on whether a written resolution or a general meeting is used for shareholder approval by special resolution; they must be consistent with each other.
These minutes are designed to be used by a private limited company.
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