In forceAmended2020 Revised Edition

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Companies Act 1967 · 2020 Revised Edition · Part 4 · Shares, Debentures and Charges

71. Power of company to alter its share capital

Amended

Last amended by an amending law of 2014.

(1)

Subject to subsections (1B) and (1C), a company, if so authorised by its constitution, may in general meeting alter its share capital in any one or more of the following ways:

(a)

[Deleted by Act 21 of 2005]

(b)

consolidate and divide all or any of its share capital;

(c)

convert all or any of its paid‑up shares into stock and reconvert that stock into paid‑up shares;

(d)

subdivide its shares or any of them, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share is the same as it was in the case of the share from which the reduced share is derived;

(e)

cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled.

(1A)

A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form.

(1B)

A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar.

(1C)

An alteration of share capital of a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).

(2)

A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.

(3)

An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) —

(a)

increase the amount of its share capital by increasing the issue price of each of its shares, but subject to the condition that no part of the increased capital is capable of being called up except in the event and for the purposes of the company being wound up; and

(b)

in addition or alternatively, provide that a specified portion of its uncalled share capital is not capable of being called up except in the event and for the purposes of the company being wound up.

Terms defined in this Act

Act
Defined · s 4
“Act” includes any regulations;
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company
Defined · s 4
“company” means a company incorporated under this Act or under any corresponding previous written law;
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constitution
Defined · s 4
“constitution”, in relation to a company, means —(a)the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and(b)in the case of a company incorporated before 3 January 2016, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date;
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prescribed
Defined · s 4
“prescribed” means prescribed under this Act or by the rules;
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private company
Defined · s 4
“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
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public company
Defined · s 4
“public company” means a company other than a private company;
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register
Defined · s 386AB
“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
Open s 386AB
Registrar
Defined · s 4
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
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registration
Defined · s 356
“registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “registered” are to be construed accordingly.
Open s 356
share
Defined · s 4
“share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied;
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unlimited company
Defined · s 4
“unlimited company” means a company formed on the principle of having no limit placed on the liability of its members;
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