Written Resolution – Share Capital Reduction
The Share Capital Reduction – Guidance Notes should be read in advance of this document.
This Written Resolution – Share Capital Reduction is for use by a company where it wishes to pass a special resolution to authorise a reduction of share capital.
The Companies Act 2006 has introduced a new way for private companies to reduce the amount of their share capital.
Since 1 October 2008 private 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.
is a written resolution which can be circulated to the shareholders of the company so that they can indicate their agreement to the special resolution. If the special resolution is to be passed at a general meeting of the shareholders, the document “Minutes - Share Capital Reduction” should be substituted for this Written Resolution – Share Capital Reduction .
Companies must keep copies of all special resolutions passed at the registered office for inspection by members.
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.
Please note that the wording of the special resolution must be consistent with paragraphs 4 and 5(b) of the “Board Resolutions - Share Capital Reduction”.
The Circulation Date will usually be the date of the board meeting approving the circulation of the written resolution but it can be a later date. The date when the written resolution lapses must be 28 days after the Circulation Date.
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