Reduce share capital: set of documents

All the documents you need to reduce the share capital of any private company limited by shares. This pack includes 2x sets of documents. You choose which procedure you want to follow. The company can reduce share capital either in general meeting or by following the new way of a written resolution. The text is simple and in layouts accepted at Companies House.

Suitable for use in: England & Wales and Scotland
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About this set of documents

This set of document is for a private company limited by shares to reduce its share capital. It does not matter what is the share capital or what is the reduction. You have to get those figures right, but we cannot help you. These documents are to deal with the administration of your transaction.

If you are not sure of the procedure, do read our article New Route for Private Companies to Reduce Share Capital.

The Companies Act 2006 allows you to reduce share capital in two ways: in members’ general meeting or by way of written resolution. Either way you need a special resolution (75% approval) to be passed by the members (shareholders).

We have taken advantage of the new flexibility of law and giving you 2 sets, which are simple and effective - and in plain English of course. So whether you are passing a resolution in general meeting or by written resolution this should suit you well.

The draft minutes and notices provided here are of course as required by the Companies Act 2006. These sets of documents do not include the text of your proposed resolution. That is for you to insert. The text and layout are simple, in layouts accepted as standard. The wording can be added or edited easily.

As with all Net Lawman documents, the drafting notes are immensely valuable. We give you comments and suggestions on every “document” enclosed in the set.

The included documents are:

In this set we have provided documents required in both cases. You should use one set.

Documents for a general meeting

  1. Minutes of meeting of the directors
  2. Solvency statement under section 642(1)(a)
  3. Statement of directors under section 644(5)
  4. Consent to short notice for General Meeting
  5. Notice of General Meeting
  6. Minutes of General Meeting
  7. Proxy voting form

Documents for a written resolution

  1. Minutes of meeting of the directors
  2. Solvency statement under section 642(1)(a)
  3. Statement of directors under section 644(5)
  4. Written resolution
  5. Statement under section 291(4)
  6. Member approval to written resolution

Check your company articles too

Before reducing share capital you should look at your company articles. They must not contain a restriction on reducing share capital. Other articles may be affected too. If you are in doubt you should change your articles to a new, modern set before you reduce the share capital. You will find alternatives at Articles of association.

Key features

  • suitable for both types: general meeting or written resolution
  • provide option how to call meeting on short notice period (if use first set)
  • contain modern provisions in plain English
  • allow you to construct your minutes and resolutions to suit your exact business needs
  • full of practical and commercial help and suggestions
  • save your time and worry as you make your way through each document in turn

This document was written by a solicitor for Net Lawman. It complies with current English law.

UK-CPmin20 - Reduce share capital: set of documents (Suitable for use in: England & Wales and Scotland)

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