Companies Act - Singapore Statutes Online

Reduction of share capital by private company

78B.—(1) A private company limited by shares may reduce its share capital in any way by a special resolution if the company —

(a)

sends to the Comptroller a notice —

(i)	stating that the resolution has been passed; and
(ii)	containing the text of the resolution and the resolution date,

within 8 days beginning with the resolution date;

(b)

meets the solvency requirements; and

(c)

meets such publicity requirements as may be prescribed by the Minister,

but the resolution and the reduction of the share capital shall take effect only as provided by section 78E.

[21/2005]

(2) Notwithstanding subsection (1), the company need not meet the solvency requirements if the reduction of share capital is solely by way of cancellation of any paid-up share capital which is lost or unrepresented by available assets.

[21/2005]

(3) For the purposes of subsection (1), the company meets the solvency requirements if —

(a)

all the directors of the company make a solvency statement in relation to the reduction of capital; and

(b)

the statement is made —

(i)	in time for subsection (4)(a) to be complied with; but
(ii)	not before the beginning of the period of 15 days ending with the resolution date. [21/2005]

(4) Unless subsection (2) applies, the company —

(a)

shall —

(i)	if the resolution for reducing share capital is a special resolution to be passed by written means under section 184A, ensure that every copy of the resolution served under section 183(3A) or 184C(1) (as the case may be) is accompanied by a copy of the solvency statement; or
(ii)	if the resolution is a special resolution to be passed in a general meeting, throughout that meeting make the solvency statement or a copy of it available for inspection by the members at that meeting; and

(b)

shall, throughout the 6 weeks beginning with the resolution date, make the solvency statement or a copy of it available at the company’s registered office for inspection free of charge by any creditor of the company.

[21/2005]

(5) The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence.

[21/2005]

(6) Any requirement under subsection (4)(b) ceases if the resolution is revoked.

[21/2005]

[UK, 1985, s. 51]

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