Section 43
of International Business Companies Order, 2000
Section 43
(1)
An IBC may, by resolution, alter the conditions of its Memorandum and Articles in any one or more of the following ways –
(a)
(i)
increasing its share capital by the creation of new shares of such par value as it thinks expedient;
(ii)
increasing the number of its share having no-par value;
(iii)
where the IBC has existing shares with a par value, adding to its capital shares having no-par value;
(iv)
where the IBC has existing shares with no-par value, adding to its capital shares having a par value;
(b)
increasing its share capital constituted by shares of no-par value by transferring reserves or profits to the stated capital, with or without a distribution of shares;
(c)
consolidating and dividing all or any of its share capital into shares of larger amounts than its existing shares or consolidating and reducing the number of issued no-par value shares;
(d)
increasing the number of its issued no-par value shares without an increase of its stated capital;
(e)
subdividing its shares or any of them into shares of smaller amounts than is fixed by the Memorandum and Articles provided always that in the subdivision the proportion between the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the redeemed share is derived;
(f)
converting all of its ordinary or preference share capital consisting of shares having a par value into stated capital constituted by shares of no-par value, subject to the provisions of this Order:
Provided that an existing company may not so convert any share capital which is not fully paid up;
(g)
converting its stated capital constituted either by ordinary or preference shares of no-par value into share capital consisting of shares having a par value, subject to the provisions of this Order;
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(h)
cancelling shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any persons or which have been forfeited and diminishing the amount of the share capital by the amount of the shares so cancelled; and
(i)
redenominating the currency of any shares by the conversion of shares denominated in one currency to the same number of shares of another currency and such redenomination of the currency of any shares shall be deemed not to effect a cancellation of the existing shares and the issue of fresh shares.
(2)
A cancellation of shares under subsection (1)(h) shall not be deemed to be a reduction of share capital within the meaning of this Order.
(3)
Subject to filing notice thereof with the Registrar in the prescribed form, an IBC may, if so authorised by its Articles by a 75 per cent resolution, reduce its share capital in any way and, in particular, without limiting the generality of the foregoing may –
(a)
extinguish or reduce the liability of any of the shares in respect of share capital not paid up;
(b)
either with or without extinguishing or reducing liability on any of its shares, cancel any paid up capital which is lost or unrepresented by available assets;
(c)
either with or without extinguishing or reducing liability on any of its shares repay any paid up share capital which is in excess of the needs of the company or which it is otherwise in the interests of the company as a whole to have paid off, and may, so far as necessary, alter its Memorandum by reducing the amount of its share capital and of its shares accordingly.
(4)
Where the proposed reduction of share capital involves limitation of liability in respect of unpaid share capital or the payment to any shareholder of any paid up share capital –
Incorporating amendments until S 53/2017
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(a)
every creditor of the IBC who is entitled to any debt or claim which on the commencement of the winding-up of the company would be admissible in proof against the company, shall be entitled to object to the reduction;
(b)
the directors may by statutory declaration certify that there are no such creditors, but otherwise shall settle a list of creditors so entitled to object and for that purpose shall ascertain as far as possible without requiring an application from any creditor the names of those creditors and the nature and the amount of their debts or claims, and may publish notices fixing a final day on or before which creditors not entered on the list may claim to be so entered;
(c)
where a creditor entered on the list whose debt is not discharged or whose claim has not been determined does not consent to the reduction, the directors may dispense with the consent of that creditor on the IBC securing payment of his debt or claim by appropriating as the Registrar on the application of an IBC directs –
(i)
if the company admits the full amount of the debt or claim or although not admitting it is willing to provide for it, the full amount of the debt or claim; or
(ii)
if the company does not admit and is not willing to provide for the full amount of the debt or claim or if the amount is contingent or not ascertained, an amount fixed by the Registrar.
(5)
Notwithstanding the provisions of subsection (4), the Registrar may, on the application of an IBC having regard to the circumstances of the case, direct that all or any of the provisions of that subsection shall not apply as regards any class of creditors.
(6)
All applications to the Registrar under the provisions of subsections (4) and (5)
shall be lodged with the Registrar and the IBC making such application shall bear the costs of any enquiry and advertisement directed by the Registrar under the provisions of those subsections. The reduction of capital shall not become effective until any directions sought are certified by the Registrar as having been discharged.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
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BLUV as at 20th June 2017
(7)
Any director or officer of any IBC who –
(a)
wilfully conceals the name of any creditor entitled to object to the reduction;
(b)
wilfully misrepresents the nature or the amount of the debt or claim of any creditor; or
(c)
wilfully is a party to any such concealment or misrepresentation, shall be guilty of an offence against this Order and shall be personally liable for the amount of such debt or claim.
(8)
An IBC shall, in the applicable prescribed form, file with the Registrar a notice of any increase or resolution approving a reduction in its authorised capital, within fourteen days of such increase or resolution approving a reduction being effected.
(9)
Where a reduction of capital requires an application under subsection (4) or (5), it shall not become effective until its Registrar issues the certificate in the prescribed form confirming the reduction.
Issue of share certificates.