Companies Act 2007 · As enacted · Part IV · Shares and Debentures Prospectus
59. Reduction of stated capital
Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.
Official translationFrom Department of Government Printing, unchanged
Subject to the provisions of subsection (3), a company may by special resolution reduce its stated capital to such amount as it thinks appropriate, in accordance with the provisions of this Act.
Public notice of a proposed reduction of a company’s stated capital shall be given not less than sixty days before the resolution to reduce stated capital is passed.
A company may agree in writing with a creditor of the company, that it will not reduce its stated capital below a specified amount without the prior consent of the creditor or unless specified conditions are satisfied at the time of the reduction. A resolution to reduce sated capital passed in breach of any such agreement, shall be invalid and of no effect.
Where —
a share is redeemed at the option of the shareholder under section 68 or on a fixed date under section 69; or
the company purchases a share under section 95, and the board is satisfied that as a consequence of the redemption or purchase, the company would but for this subsection, fail to satisfy the solvency test—
the board shall after obtaining the auditors certificate of solvency, resolve that the stated capital of the company shall be reduced by the amount by which the company would so fail to satisfy the solvency test; and
the resolution of the board shall have effect notwithstanding provisions contained in subsection (1) to subsection (3) of this section.
A company which has reduced its stated capital shall within ten working days of such reduction, give notice of the reduction to the Registrar, specifying the amount of the reduction and the reduced amount of its stated capital.
Where company fails to comply with requirements of subsection (2) or subsection (5)—
the company shall be guilty of an offence and be liable on conviction to a fine not exceeding fifty thousand rupees; and
every officer of the company who is in default shall be guilty of an offence and be liable on conviction to a fine not exceeding fifty thousand rupees.
Part V
Shareholders and Their Rights and Obligations
Part VI
Registration of Charges Registration of Charges with Registrar
Part VII
Management and Administration Registered Office
Part VIII
Amalgamations
Part IX
Compromises with Creditors
Part X
Approval of Arrangements, Amalgamations, and Compromises by Court
Part XI
Provisions Relating to Offshore Companies
Part XII
Winding Up
Part XIII
Administrators Appointment of Administrator
Part XIV
Floating Charges
Part XV
Receivers and Managers
Part XVI
Registrar-General of Companies and Registration Appointment of Officers
Part XVII
Application of Act to Existing Companies
Part XVIII
Overseas Companies
Part XIX
Advisory Commission
Part XX
Companies Disputes Board
Part XXI
Offences Miscellaneous Offences
Part XXII
Miscellaneous Prohibition of Partnership with More Than Twenty Members
Part XXIII