Reduce share capital: set of documents

These are all the documents you need in order to reduce the share capital of any private company limited by shares. The pack includes two sets, one for each of the possible procedures that you might want to follow. The reduction can be agreed either by a resolution in general meeting or by a written resolution. The text is straightforward and in layouts that will be accepted by Companies House.
Suitable for use in: England & Wales and Scotland
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About this set of documents

This set of documents allows a private company limited by shares to reduce its share capital. The notices, minutes and other documents deal with the administration of the transaction.

They are, of course, as required by the Companies Act 2006.

In summary, the Companies Act 2006 allows you to reduce share capital in two ways: by passing a resolution in a members’ general meeting, or by way of written resolution. Either way, you need a special resolution (approval by members holding at least 75% of the voting rights) to be passed.

If you are not sure of the procedure, more information about can be found in this article.

We have taken advantage of the flexibility of law and provide both sets of documents within the one file. These are simple and effective, and in plain English.

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 documents in this set

In this set we have provided the documents required for both procedures. 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 of association

Before reducing the company's share capital, you should look at the articles of association.

They must not contain a restriction on reducing share capital.

Other articles within the document may be affected too. If you are in doubt whether a reduction is possible, you should change the articles before you reduce the share capital.

Net Lawman offers alternative sets of articles of association to the model set that is the default adopted by most companies at incorporation.

Key features

  • suitable for both types of procedure: by general meeting or by written resolution
  • provides an option to call a meeting on a short notice period
  • contains modern provisions in plain English
  • allows you to construct your minutes and resolutions to suit your exact business needs
  • full of practical and commercial help and suggestions

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

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