Power of limited company to alter its share capital
📚 Law Minded summary
A limited company with share capital can reshape that capital in general meeting, if its articles allow.
It can increase the authorised amount, consolidate shares into larger ones, split them into smaller ones, convert fully paid shares into stock and back, or cancel shares that were never taken up.
Consolidation that changes the voting rights of shareholders also needs the Tribunal's approval. Cancelling unissued shares is not a reduction of capital, so it does not need the section 66 route.
(1) A limited company having a share capital may, if so authorised by its articles, alter its memorandum in its general meeting to—
(a) increase its authorised share capital by such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares: Provided that no consolidation and division w hich results in changes in the voting percentage of shareholders shall take effect unless it is approved by the Tribunal on an application made in the prescribed manner;
(c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid- up shares of any denomination;
(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so, however, that in the sub -division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
(e) cancel 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, and diminish the amount of its share capital by the amount of the shares so cancelled.
(2) The cancellation of shares under sub -section (1) shall not be deemed to be a reduction of share capital.