Section 13Part 2 — Constitution and Incorporation of Companies and Associations
Power of company limited by shares t o alter its share capital
←→ Navigate · Click subsection badges to collapse · Press ? for help
A company limited by shares or a company limited by guarantee and having a share capital, if so authorised by its articles, may alter the conditions of its memorandum to —
increase its share capital by new shares of su ch amount as it thinks expedient: Provided that an exempted company having no shares of a fixed amount may increase its share capital by such number of shares without nominal or par value, or may increase the aggregate consideration for which such shares m ay be issued, as it thinks expedient;
consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
convert all or any of its paid - up shares into stock, and reconvert that stock into paid - up shares of any denomination;
subdivide its shares or any of them, into shares of an amount smaller than that fixed by the memorandum, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and
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 a mount of its share capital by the amount of the shares so cancelled or, in the case of shares without nominal or par value, diminish the number of shares into which its capital is divided. ( 1A ) Paragraphs (b), (c) and (d) shall have no application to share s without nominal or par value.
The powers conferred by subsection (1) may not be exercised except by a resolution of the members of the company.
If a currency in which any of the capital of a company limited by shares or by guarantee is replaced by the euro, the provisions of the company ’ s memorandum of association and articles of association shall automatically be altered so as to re - denominate in euros the capital that is denominated in the replaced currency, at the conversion rate specified in, or otherwise calculated in accordance with, the relevant regulations adopted by the Council of the European Union, and the company, by resolution of the directors, may —
take such action to round up or down the euro nominal or par value of each share in the company or the euro guarantee amount to such multiple of the euro as the directors may deem appropriate;
notwithstanding the requirement for a special resolution in section 31 , if the name of the company includes a reference to a currency replaced by the euro, or an abbreviation thereof —
alter the name of the company to delete the reference or to substitute the referen ce with a reference to the euro or an abbreviation thereof; and
add such further distinguishing wording as the directors consider appropriate; and
if the memorandum of association or articles of association of the company include a reference or re ferences to a currency replaced by the euro, alter any or all such references in either or both of the memorandum of association and the articles of association by substituting such references with references to the euro or an abbreviation thereof.
A c ompany may, by resolution of the directors, reverse or vary the re - denomination of currency or any other action taken under subsection (3).
A copy of any resolution passed under subsection (3) or (4) shall be forwarded to the Registrar within fifteen d ays and shall be recorded by that person .
A cancellation of shares or a rounding down of the nominal or par value of shares under this section shall not be deemed to be a reduction of share capital within the meaning of this Act .
If any action is t aken by the company under paragraph
of subsection (3) to — ( a ) round up the euro nominal or par value of any issued share in the company, then an amount equal to the increase in nominal or par value of that share shall be transferred from the share pre mium account or from the profit and loss account (as the directors shall, in their discretion, determine) and shall thereafter be deemed to be and treated as paid up share capital of the company; or
round down the euro nominal or par value of any issue d share in the company, then an amount equal to the decrease in the nominal or par value of that share shall be transferred from the paid up share capital of the company to the share premium account and shall thereafter be deemed to be and treated as share premium for the purposes of this Act .