Written Resolution Template – Share Capital Reduction

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

Use this written resolution to approve a share capital reduction (special resolution)

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.

This document 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.

Private company solvency statement route (from 1 October 2008)

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.

Alternative document where approval is at a general meeting

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.

Keeping resolutions and consistency with the board resolutions

Companies must keep copies of all special resolutions passed at the registered office for inspection by members.

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”.

Circulation Date and lapse date (28 days)

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.

Written Resolution Template – Share Capital Reduction is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.