A limited company may reduce its share capital by special resolution supported by a solvency statement (private companies only) or by special resolution confirmed by the court; a reduction leaving no member holding non-redeemable shares is prohibited (section 641). For the solvency statement route each director must state, within 15 days before the resolution, that there is no ground on which the company could be found unable to pay its debts and that it will be able to pay its debts in the following year (or on winding up), with an offence for a statement made without reasonable grounds; the resolution, statement, a statement of capital and a directors' compliance statement are delivered to the registrar within 15 days and the reduction takes effect on registration (sections 642 to 644). The court route requires the procedures in sections 645 to 651 and registration under section 649.
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