Companies Act 2014 section 83

Variation of company capital

Section 83 sets out the ways in which a company may vary its share capital, including consolidation, subdivision, increase, reduction, conversion to redeemable shares, and cancellation of unissued shares, along with the applicable voting thresholds and filing requirements.

• A company may, by ordinary resolution, consolidate, subdivide, increase or reduce the nominal value of its shares, convert undenominated capital into bonus shares, or (where its constitution states an authorised share capital) increase that capital or cancel unissued shares.
• A company may, by special resolution, convert any of its shares into redeemable shares, but any shareholder who notifies the company before the conversion date of their unwillingness to participate is excluded from the conversion and retains the right to seek court relief.
• When shares are subdivided, the proportion between the paid-up and unpaid amounts on each new smaller share must remain the same as on the original share, and any reduction in nominal value must be credited to undenominated capital (other than the share premium account).
• The company must file particulars of any capital variation resolution with the Registrar within 30 days; failure to do so is a category 3 offence for the company and any officer in default.