A company can decide to reduce its share capital by paying members what they paid for the shares.
There are two types of share capital reduction: equal reduction and selective reduction.
Companies need to pass a company resolution to reduce share capital.
Companies must tell us about any reduced share capital.
About share capital reductions
A reduction in share capital occurs when a company pays back the money a members (shareholder) paid for their shares in return for their shares.
Note: This page only covers the types of reduction in share capital covered in Division 1 of Part 2J.1 of the Corporations Act 2001. It does not cover a reduction in share capital through:
redemption of redeemable preference shares (s254J–254K)
share buy-backs (s257A)
other prescribed share capital reductions, such as cancellation of forfeited shares (s258A-258F).
Rules for reducing share capital
Under section 256B(1) of the Corporations Act 2001, a company can reduce its share capital in ways not usually allowed by the Act. It can only do this if:
the reduction is fair and reasonable for shareholders as a group
it does not seriously affect the company’s ability to pay its debts
the shareholders approve the reduction according to the rules.
If a company cancels a share without paying anything for it (‘share for no consideration’), this is also a reduction of capital. But in this case, the rule about not harming the company’s ability to pay its debts does not apply.
Types of capital reductions
There are two main types of capital reduction under section 256B: equal reduction and selective reduction.
Companies need to pass a company resolution to reduce share capital. They must also tell us about both types of capital reduction.
Equal reductions are those that:
relate to ordinary shares
apply to each holder of ordinary shares in proportion to the number of ordinary shares they hold
have the same terms for each holder of the ordinary shares.
Companies need to pass an ordinary resolution for equal reductions. The exception is if the company has a constitution which requires a special resolution for this.
Selective reductions are those in which any of the three conditions for equal reductions do not apply.
Selective reductions must be approved by either:
a special resolution in which no-one who will receive payment or reduce their liability to pay unpaid shares from the reduction (or their associates) is allowed to vote in favour
a resolution that every ordinary shareholder agrees to.
If the reduction involves the cancellation of shares, it must also be approved by a special resolution. This must be passed at a separate meeting of the members whose shares are to be cancelled.
Steps for reducing share capital
Tell ASIC about the proposed reduction
For both equal and selective reductions, a company must tell us that it intends to reduce share capital before it sends the notice of the meeting to members. Use this form:
A single-member company does not need to issue a notice of meeting or hold a meeting to pass a resolution. Nor does it need to lodge any documents before the resolution is passed.
For a selective reduction, the company must email or mail us Form 2205:
You can include the text of the resolution passed on the form, or attach a copy of the resolution, signed by the single member, to the form. The resolution must also be recorded in the company’s minute book.
Single-member companies must still tell us of any change to company details, as outlined above.