http://www.legislation.gov.uk/ukpga/2006/46/section/617Companies Act 2006 An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.texttext/xmlenStatute Law Database2026-07-24Expert Participation2026-07-16 Part 17A company's share capitalChapter 8Alteration of share capital<Emphasis>How share capital may be altered</Emphasis>Alteration of share capital of limited company6171A limited company having a share capital may not alter its share capital except in the following ways.2The company may—aincrease its share capital by allotting new shares in accordance with this Part, orbreduce its share capital in accordance with Chapter 10.3The company may—asub-divide or consolidate all or any of its share capital in accordance with section 618, orbreconvert stock into shares in accordance with section 620.4The company may redenominate all or any of its shares in accordance with section 622, and may reduce its share capital in accordance with section 626 in connection with such a redenomination.5Nothing in this section affects—athe power of a company to purchase its own shares, or to redeem shares, in accordance with Part 18;bthe power of a company to purchase its own shares in pursuance of an order of the court under—isection 98 (application to court to cancel resolution for re-registration as a private company),iisection 721(6) (powers of court on objection to redemption or purchase of shares out of capital),iiisection 759 (remedial order in case of breach of prohibition of public offers by private company), orivPart 30 (protection of members against unfair prejudice);cthe forfeiture of shares, or the acceptance of shares surrendered in lieu, in pursuance of the company's articles, for failure to pay any sum payable in respect of the shares;dthe cancellation of shares under section 662 (duty to cancel shares held by or for a public company);ethe power of a company—ito enter into a compromise or arrangement in accordance with Part 26 or 26A (arrangements and reconstructions), oriito do anything required to comply with an order of the court on an application under that Part.fthe cancellation of a share warrant issued by the company and of the shares specified in it by a cancellation order or suspended cancellation order made under paragraph 6 of Schedule 4 to the Small Business, Enterprise and Employment Act 2015 (cancellation where share warrants not surrendered in accordance with that Schedule);gthe cancellation of a share warrant issued by the company and of the shares specified in it pursuant to section 1028A(2) or 1032A(2) (cancellation of share warrants on restoration of a company).Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))S. 617(5)(f)(g) inserted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(3)(g)(ii), Sch. 4 para. 24Words in s. 617(5)(e)(i) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 33(6) (with ss. 2(2), 5(2))