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.

When this section 626 reduction applies

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 redenominated values to values more suitable.

This must be done within 3 months of the redenomination resolution.

Important legal point

This is a completely separate process to a share capital reduction under Chapter 10 of the Companies Act 2006.

The process under section 626 may only be used following a share redenomination.

What the board minutes record

• The board proposes the reduction of share capital, to be approved by 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.
• The directors must confirm this and the confirmation is tabled at the board meeting.

Shareholder approval route

The minutes should be amended depending on whether shareholder approval by special resolution is obtained by written resolution or at a general meeting.

The relevant provisions must be consistent with each other.

Company type

These minutes are designed to be used by a private limited company.

Board Minutes to Reduce Share Capital following a Redenomination of Shares (s.626) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.