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Companies Act 2006

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641Circumstances in which a company may reduce its share capital

(1)A limited company having a share capital may reduce its share capital—

(a)in the case of a private company limited by shares, by special resolution supported by a solvency statement (see sections 642 to 644);

(b)in any case, by special resolution confirmed by the court (see sections 645 to 651).

(2)A company may not reduce its capital under subsection (1)(a) if as a result of the reduction there would no longer be any member of the company holding shares other than redeemable shares.

(3)Subject to that, a company may reduce its share capital under this section in any way.

(4)In particular, a company may—

(a)extinguish or reduce the liability on any of its shares in respect of share capital not paid up, or

(b)either with or without extinguishing or reducing liability on any of its shares—

(i)cancel any paid-up share capital that is lost or unrepresented by available assets, or

(ii)repay any paid-up share capital in excess of the company’s wants.

(5)A special resolution under this section may not provide for a reduction of share capital to take effect later than the date on which the resolution has effect in accordance with this Chapter.

(6)This Chapter (apart from subsection (5) above) has effect subject to any provision of the company’s articles restricting or prohibiting the reduction of the company’s share capital.

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