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Reduction in share capital

Key points:

  • 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.

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:

Form 2560 Notification of reduction in share capital details

Along with this form, you must also send us:

  • a copy of the notice of the meeting at which you propose to pass the resolution to reduce share capital
  • documents relating to the reduction that will be sent to the members with the notice.

Public listed companies must lodge this form at least 29 days before the meeting. Other companies must lodge it at least 22 days before the meeting.

You can email the form to shares.lodgements@asic.gov.au.

Or you can mail it to:

Australian Securities and Investments Commission
PO Box 4000
GIPPSLAND MAIL CENTRE VIC 3841

Tell members about the proposed reduction

Send the members the notice of the meeting and any documents.

Hold the meeting

Hold the meeting. The resolution must be the type outlined above for the type of reduction, and for your company’s rules.

Tell ASIC about the resolution passing (selective reduction only)

Tell us about the resolution passing within 14 days. Use this form:

Form 2205 Notification of resolutions regarding shares

You can email the form to shares.lodgements@asic.gov.au.

Or you can mail it to:

Australian Securities and Investments Commission
PO Box 4000
GIPPSLAND MAIL CENTRE VIC 3841

Reduce the share capital

If the resolution is passed, the company can reduce the share capital.

For selective reduction, this can only happen 14 days after lodging the Form 2205.

Tell ASIC about the changes

Tell us of the share capital reduction within 28 days after reducing the share capital. You must tell us about:

  • any changes to the company’s share structure table
  • any changes to the details of shares held by the top 20 members of any share class (proprietary companies only).

Do this using the change of company details transaction on the company officeholder portal.

Special conditions for single-member companies

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:

Form 2205 Notification of resolutions regarding shares

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.