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Directors’ Statement confirming SR passed within 15 days of solvency statement

Section 644 Statement by Directors – Share Premium Account Reduction

CO.SPR.07

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

This document has been created considering the Companies Act 2006 provisions which allow private companies, as an alternative to passing a special resolution and obtaining court approval, to reduce the amount of their share premium account by special resolution supported by a solvency statement made by the directors. The Companies Act 2006 procedure is the same as that used by private companies to reduce their share capital (s.610(4)).

In order to reduce the share premium account through the solvency statement route, private companies must submit to Companies House the following within 15 days:

- the special resolution;

- the solvency statement;

- Form SH19 (notwithstanding that the number of issued shares will remain unchanged);

- a further statement of the directors under section 644(5) of the Companies Act 2006 confirming that the special resolution authorising the reduction of the share premium account was passed within 15 days of the date on which the solvency statement was made and was sent or made available to every eligible member of the company. This is the basis of this template document; and

- (the relevant fee (currently £10 for a standard service or £50 for a same day service, this should however always be checked with Companies House before payment is made).

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

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

This document 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.

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