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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.

(1)

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.

(2)

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.

(3)

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.

(4)

Where —

(a)

a share is redeemed at the option of the shareholder under section 68 or on a fixed date under section 69; or

(b)

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—

(c)

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

(d)

the resolution of the board shall have effect notwithstanding provisions contained in subsection (1) to subsection (3) of this section.

(5)

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.

(6)

Where company fails to comply with requirements of subsection (2) or subsection (5)—

(a)

the company shall be guilty of an offence and be liable on conviction to a fine not exceeding fifty thousand rupees; and

(b)

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

Repeals and Amendments

Schedules