Section 644 - Statement By Directors

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

The solvency statement route for private limited companies

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

Documents to file at Companies House within 15 days

To reduce share capital through the solvency statement route, private companies must submit the following to Companies House 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
• (from 1 February 2026) a fee of £20 for a standard service or £89 for a same day service; the same day service is only available through the Companies House Document Upload Service.

Which brackets to delete in the section 644 statement

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

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

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