Written Resolution – Share Premium Reduction

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

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

This Written Resolution – Share Premium Reduction is for use by a company where it wishes to pass a special resolution to authorise a reduction of its share premium account using the solvency statement route open to private companies.

Statutory basis for the solvency statement route (s.610(4))

The Companies Act 2006 allows a reduction or cancellation in the amount of a company’s share premium account by passing a special resolution supported by a solvency statement made by the directors.

Section 610(4) of the Companies Act 2006, allows a private company to use the same process as a private company uses to reduce its share capital.

Alternative document where approval is at a general meeting

This document is the 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 Premium Reduction” should be substituted for this Written Resolution – Share Premium Reduction.

Keeping special resolutions at the registered office

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

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