83 Reduction of share capital

(1) Subject to this Sub-Part and to any contrary provisions in its memorandum
or articles, a company having a share capital may by special resolution

reduce its share capital in any way.

(2) In particular, and without prejudice to the generality of subsection (1), the
company may —

(a) extinguish or reduce the liability on any of its shares in respect
of share capital not paid up;

(b) with or without extinguishing or reducing liability on any of its
shares —

(i) cancel any paid-up share capital which is lost or
unrepresented by available assets; or

(ii) pay off any paid-up share capital which is in excess of
the needs of the company; and

(c) if and so far as is necessary, alter its memorandum by reducing
the amount of its share capital and of its shares accordingly.

(3) Subject to a company‘s memorandum and articles, a reduction of share
capital of a company shall not be subject to confirmation by the Court if
the directors of the company pass a resolution approving the reduction if
they are satisfied, on reasonable grounds, that the company will,
immediately after the reduction, satisfy the solvency test.

(4) A resolution of directors passed under subsection (3) shall contain a
statement that, in the opinion of the directors, the company will,
immediately after the reduction in issued capital, satisfy the solvency test.


(5) Any director who makes a statement under subsection (4) that the company
satisfies the solvency without having reasonable grounds for that statement
commits an offence and is liable on conviction to a fine not exceeding
US$25,000.

(6) The provisions of this section shall not apply in relation to a mutual fund
(as defined in the Mutual Fund and Hedge Fund Act) or to any other
company which redeems any of its shares under and in accordance with
section 76 (Shares redeemed at the option of a shareholder).