Change 1 Article Choose an article Title and introductory text 1 Prohibition of partnerships exceeding certain number. 2 Mode of forming incorporated company. 3 Memorandum of company limited by shares. 4 Memorandum of company limited by guarantee. 5 Memorandum of unlimited company. 6 Stamp and signature of memorandum. 7 Restriction on alteration of memorandum. 8 Name of company and change of name. 9 Alteration of objects of company. 10 Registration of articles. 11 Application of Table A. 12 Form stamp and signature of articles. 13 Alteration of articles by special resolution. 14 Effect of memorandum and articles. 15 Registration of memorandum and articles. 16 Effect of registration. 17 Conclusiveness of certificate of incorporation. 18 Copies of memorandum and articles to be given to members. 19 Restriction on charitable and other companies holding land. 20 Power to dispense with “limited ” in name of charitable and other companies. 21 Provision as to companies limited by guarantee. 22 Nature of shares. 23 Certificate of shares or stock. 24 Definition of member. 25 Register of members. 26 Annual list of members and summary. 27 Trusts not to be entered on register. 28 Registration of transfer at request of transferor. 29 Transfer by personal representative. 30 Inspection of register of members. 31 Power to close register. 32 Power of court to rectify register. 33 Register to be evidence. 34 Power for company to keep colonial register. 35 Regulations as to colonial register. 36 Stamp duties in case of shares registered in colonial registers. 37 Issue and effect of share warrants to bearer. 38 Forgery, personation, unlawfully engraving plates, &c. 39 Power of company to arrange for different amounts being paid on shares. 40 Power to return accumulated profits in reduction of paid-up share capital. 41 Power of company limited by shares to alter its share capital. 42 Notice to registrar of consolidation of share capital, conversion of shares into stock, &c. 43 Effect of conversion of shares into stock. 44 Notice of increase of share capital or of members. 45 Re-organisation of share capital. 46 Special resolution for reduction of share capital. 47 Application to court for confirming order. 48 Addition to name of company of " and reduced.". 49 Objections by creditors and settlement of list of objecting creditors. 50 Order confirming reduction. 51 Registration of order and minute of reduction. 52 Minute to form part of memorandum. 53 Liability of members in respect of reduced shares. 54 Penalty on concealment of name of creditor. 55 Publication of reasons for reduction. 56 Increase and reduction of share capital in case of a company limited by guarantee having a share capital. 57 Registration of unlimited company as limited. 58 Power of unlimited company to provide for reserve share capital on re-registration. 59 Reserve liability of limited company. 60 Limited company may have directors with unlimited liability. 61 Special resolution of limited company making liability of directors unlimited. 62 Registered office of company. 63 Publication of name by a limited company. 64 Annual general meeting. 65 First statutory meeting of company. 66 Convening of extraordinary general meeting on requisition. 67 Provisions as to meetings and votes. 68 Representation of companies at meetings of other companies of which they are members. 69 Definitions of extraordinary and special resolution. 70 Registration and copies of special resolutions. 71 Minutes of proceedings of meetings and directors. 72 Restrictions on appointment or advertisement of director. 73 Qualification of director. 74 Validity of acts of directors. 75 List of directors to be sent to registrar. 76 Form of contracts. 77 Bills of exchange and promissory notes. 78 Execution of deeds abroad. 79 Power for company to have official seal for use abroad. 80 Filing of prospectus. 81 Specific requirements as to particulars of prospectus. 82 Obligations of companies where no prospectus is issued. 83 Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus. 84 Liability for statements in prospectus. 85 Restriction as to allotment. 86 Effect of irregular allotment. 87 Restrictions on commencement of business. 88 Return as to allotments. 89 Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c. 90 Statement in balance sheet as to commissions and discounts. 91 Power of company to pay interest out of capital in certain cases. 92 Limitation of time for issue of certificates. 93 Registration of mortgages and charges in England and Ireland. 94 Registration of enforcement of security. 95 Filing of accounts of receivers and managers. 96 Rectification of register of mortgages. 97 Entry of satisfaction. 98 Index to register of mortgages and charges. 99 Penalties. 100 Company's register of mortgages. 101 Right to inspect copies of instruments creating mortgages and charges and company's register of mortgages. 102 Right of debenture holders to inspect the register of debenture holders and to have copies of trust deed. 103 Perpetual debentures. 104 Power to re-issue redeemed debentures in certain cases. 105 Specific performance of contract to subscribe for debentures. 106 Validity of debentures to bearer in Scotland. 107 Payments of certain debts out of assets subject to floating charge in priority to claims under the charge. 108 Certain companies to publish statement in schedule. 109 Investigation of affairs of company by Board of Trade inspectors. 110 Power of company to appoint inspectors. 111 Report of inspectors to be evidence. 112 Appointment and remuneration of auditors. 113 Powers and duties of auditors. 114 Rights of preference shareholders, &c. as to receipt and inspection of reports, &c. 115 Prohibition of carrying on business with fewer than seven; or, in the case of a private company, two members. 116 Service of documents on company. 117 Authentication of documents. 118 Application and alteration of tables and forms. 119 Arbitration between companies and others. 120 Power to compromise with creditors and members. 121 Meaning of " private company. ". 122 Modes of winding up. 123 Liability as contributories of present and past members. 124 Definition of contributory. 125 Nature of liability of contributory. 126 Contributories in case of death of member. 127 Contributories in case of bankruptcy of member. 128 Provision as to married women. 129 Circumstances in which company may be wound up by court. 130 Company when deemed unable to pay its debts. 131 Jurisdiction to wind up companies in England. 132 Conduct of winding-up business in High Court in England. 133 Transfer of proceedings. 134 Jurisdiction to wind up companies in Ireland. 135 Jurisdiction to wind up companies in Scotland. 136 Power in Scotland to remit winding up to Lord Ordinary. 137 Provisions as to applications for winding up. 138 Effect of winding-up order. 139 Commencement of winding up by court. 140 Power to stay or restrain proceedings against company. 141 Powers of court on hearing petition. 142 Actions stayed on winding-up order. 143 Copy of order to be forwarded to registrar. 144 Power of court to stay winding up. 145 Court may have regard to wishes of creditors or contributories. 146 Definition of official receiver. 147 Statement of company's affairs to be submitted to official receiver. 148 Report by official receiver. 149 Appointment, remuneration, and title of liquidators. 150 Custody of company's property. 151 Powers of liquidator. 152 Meetings of creditors and contributories in English winding up. 153 Liquidator to give information to official receiver. 154 Payments of liquidator in English winding up into bank. 155 Audit of liquidator's accounts in English winding up. 156 Books to be kept by liquidator in English winding up. 157 Release of liquidators in England. 158 Exercise and control of liquidator's powers in England. 159 Control of Board of Trade over liquidators in England. 160 Committee of inspection in English winding up. 161 Power in England to appoint special manager. 162 Power in England to appoint official receiver as receiver for debenture holders or creditors. 163 Settlement of list of contributories and application of assets. 164 Power to require delivery of property. 165 Power to order payment of debts by contributory. 166 Power of court to make calls. 167 Power to order payment into bank. 168 Order on contributory conclusive evidence. 169 Power to exclude creditors not proving in time. 170 Adjustment of rights of contributories. 171 Power to order costs. 172 Dissolution of company. 173 Delegation to liquidator of certain powers of court in England. 174 Power to summon persons suspected of having property of company. 175 Power in England to order public examination of promoters, directors, &c. 176 Power to arrest absconding contributory. 177 Powers of court cumulative. 178 Power to enforce orders. 179 Order for calls on contributories in Scotland. 180 Enforcement of orders throughout United Kingdom. 181 Appeals from order. 182 Circumstances in which company may be wound up voluntarily. 183 Commencement of voluntary winding up. 184 Effect of voluntary winding up on status of company. 185 Notice of resolution to wind up voluntarily. 186 Consequences of voluntary winding up. 187 Notice by liquidator of his appointment. 188 Rights of creditors in a voluntary winding up. 189 Power to fill vacancy in office of liquidator. 190 Delegation of authority to appoint liquidators. 191 Arrangement when binding on creditors. 192 Power of liquidator to accept shares, &c. as consideration for sale of property of company. 193 Power to apply to court. 194 Power of liquidator to call general meeting. 195 Final meeting and dissolution. 196 Costs of voluntary liquidation. 197 Saving for rights of creditors and contributories. 198 Power of court to adopt proceedings of voluntary winding up. 199 Power to order winding up subject to supervision. 200 Effect of petition for winding up subject to supervision. 201 Court may have regard to wishes of creditors and contributories. 202 Power for court to appoint or remove liquidators. 203 Effect of supervision order. 204 Appointment of voluntary liquidator as liquidator in winding up by court in Scotland or Ireland. 205 Avoidance of transfers, &c. after commencement of winding up. 206 Debts of all descriptions to be proved. 207 Application of bankruptcy rules in winding up of insolvent English and Irish companies. 208 Ranking of claims in Scotland. 209 Preferential payments. 210 Fraudulent preference. 211 Avoidance of certain attachments, executions, &c. in case of company registered in England or Ireland. 212 Effect of floating charge. 213 Effect in case of company registered in Scotland of diligence within sixty days of winding up by or subject to supervision of court. 214 General scheme of liquidation may be sanctioned. 215 Power of court to assess damages against delinquent directors, &c. 216 Penalty for falsification of books. 217 Prosecution of delinquent directors, &c. 218 Penalty on perjury. 219 Meetings to ascertain wishes of creditors or contributories. 220 Books of company to be evidence. 221 Inspection of books. 222 Disposal of books and papers of company. 223 Power of court to declare dissolution of company void. 224 Information as to pending liquidations in England. 225 Judicial notice of signature of officers. 226 Special commission for receiving evidence. 227 Court may order examination of persons in Scotland. 228 Affidavits, &c. in United Kingdom and colonies. 229 Companies liquidation account defined. 230 Investment of surplus funds on general account. 231 Separate accounts of particular estates. 232 Certain receipts and fees to be applied in aid of expenditure. 233 Officers and remuneration. 234 Annual accounts of English, winding up. 235 Returns by officers in English winding up. 236 Proceedings of Board of Trade. 237 Rules and fees for winding up in England. 238 Powers to make rules of procedure. 239 Attachment of debt due to contributory on winding up in stannaries court. 240 Preferential payments in stannaries cases. 241 Provisions as to mine club funds. 242 Registrar may strike defunct company off register. 243 Registration offices in England, Scotland, and Ireland. 244 Fees. 245 Application of Act to companies formed under former Companies Acts. 246 Application of Act to companies registered under former Companies Acts. 247 Application of Act to companies re-registered under Companies Act, 1879. 248 Mode of transferring shares. 249 Companies capable of being registered. 250 Definition of joint stock company. 251 Liability of bank of issue unlimited in respect of notes. 252 Requirements for registration by joint stock companies. 253 Requirements for registration by other than joint stock companies. 254 Authentication of statements of existing companies. 255 Registrar may require evidence as to nature of company. 256 On registration of banking company with limited liability, notice to be given to customers. 257 Exemption of certain companies from payment of fees. 258 Addition of “limited ” to name. 259 Certificate of registration of existing companies. 260 Vesting of property on registration. 261 Saving for existing liabilities. 262 Continuation of existing actions. 263 Effect of registration under Act. 264 Power to substitute memorandum and articles for deed of settlement. 265 Power of court to stay or restrain proceedings. 266 Actions stayed on winding-up order. 267 Meaning of unregistered company. 268 Winding up of unregistered companies. 269 Contributories in winding up of unregistered company. 270 Power of court to stay or restrain proceedings. 271 Actions stayed on winding-up order. 272 Directions as to property in certain cases. 273 Provisions of Part of Act cumulative. 274 Requirements as to companies established outside the United Kingdom. 275 Power of companies incorporated in British possessions to hold lands. 276 Prosecution of offences. 277 Applications of fines. 278 Costs in actions by certain limited companies. 279 Power of court to grant relief in certain cases. 280 Jurisdiction of stannaries court. 281 Penalty for false statement. 282 Penalty for improper use of word " Limited.". 283 Annual Report by Board of Trade. 284 Authentication of documents issued by Board of Trade. 285 Interpretation. 286 Repeal of Acts and savings. 287 Saving of pending proceedings for winding up. 288 Saving of deeds. 289 Former registration offices, registers, official receivers, &c continued. 290 Saving for existing rules of procedure, &c. 291 Substitution of provisions of this Act for provisions of repealed Acts. 292 Saving for 28 & 29 Vict. c. 78. s. 3. 293 Saving for Life Assurance Companies Acts. 294 Saving for 34 & 35 Vict. c. 31. s. 5. 295 Short title. 296 Commencement of Act. FIRST SCHEDULE SECOND SCHEDULE The Companies (Consolidation) Act, 1908. THIRD SCHEDULE FOURTH SCHEDULE FIFTH SCHEDULE Provisions referred to in Section 281 of the Act. SIXTH SCHEDULE
What to do with it
As published
46 Special resolution for reduction of share capital.
(1) Subject to confirmation by the court, a company limited by shares, if so authorised by its articles, may by special resolution reduce its share capital in any way, and in particular (without prejudice to the generality of the foregoing power) may—
(a) Extinguish or reduce the liability on any of its shares in respect of share capital not paid up ; or
(b) Either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets ; or
(c) Either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the company,
and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.
(2) A special resolution under this section is in this Act called a resolution for reducing share capital.
Your wording
Your change, as a redline
46 Special resolution for reduction of share capital.
(1) Subject to confirmation by the court, a company limited by shares, if so authorised by its articles, may by special resolution reduce its share capital in any way, and in particular (without prejudice to the generality of the foregoing power) may—
(a) Extinguish or reduce the liability on any of its shares in respect of share capital not paid up ; or
(b) Either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets ; or
(c) Either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the company,
and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.
(2) A special resolution under this section is in this Act called a resolution for reducing share capital.
A proposal here is not law. Support on Solon is evidence that people want the change; the official route says what it takes to make it law.