Company Secretarial

A Company Reduce Their Paid-Up Share Capital :

A. Via a special resolution and confirmation by the Court (Section 116):

  1. Special Resolution and Court Approval:
    - Company calls for a special resolution to reduce paid-up share capital.
    - Court approval is required even after the special resolution is passed.
  2. Methods of Reduction:
    - Reduction can be done by extinguishing or reducing liability on shares, canceling lost/unrepresented share capital, or returning excess capital to shareholders.
  3. Creditor Objections:
    - If reducing by extinguishing liability or returning excess capital, court requires creditor objections.
    - Court creates a list of objecting creditors and provides opportunities for others to join.
    - Court may dispense with consent under certain conditions.
  4. Court Order and Registrar Lodgment:
    - After settling creditor issues, the court issues an order confirming the reduction.
    - The order is lodged with the registrar.
  5. Member Liability in Case of Late Claims:
    - If a creditor surfaces later and the company can't pay, members at the order's lodging date are liable to contribute for the debt.
    - In case of winding up, the court may order contributors to settle the debt.

B. Via a special resolution supported by a solvency statement (Section 117):

  1. Special Resolution and Solvency Requirement:
    - Company calls for a special resolution to reduce paid-up share capital.
    - Sends notice to IRB Director-General and registrar within 7 days, meeting solvency requirements.
  2. Advertisement:
    - Advertise the notice in widely circulated newspapers in Bahasa and English within 7 days of the resolution.
  3. Creditor Objections and Court Application:
    - Creditors can object within 6 weeks from the resolution date.
    - Court application can be made by creditors, served to the company, and notified to the registrar.
  4. Court Decision on Objection:
    - Court cancels the resolution if debt is unsecured and no adequate safeguard.
    - Successful creditor claims lead to an order for the company to lodge the cancellation order with the registrar.
    - The court may dismiss the creditor’s application.
  5. Registrar Lodgment:
    - If no objections, lodge the resolution with the registrar after 6 weeks and before 8 weeks from the resolution date.
    - If an application is dismissed, lodge necessary documents within 14 days from the last dismissed application.
  6. Effect of Reduction:
    - The reduction takes effect when the resolution is recorded by the registrar.

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