Article 30 - Reduction of share capital
LLC, if authorised by an Special Resolution and its articles of association, may reduce its Share capital in any way.
(2) In particular, and without prejudice to the generality of Article 30(1), an
(A) extinguish or reduce the liability on any of its
Shares in respect of capital not paid up;
(B) either with or without extinguishing or reducing liability on any of its
Shares, cancel any paid up capital that 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 capital that is in excess of the requirements of the LLC.
LLC shall reduce the amount of its share capital under Article 30(1) unless it complies with the following:
(A) at a date not more than 30 days and not less than 15 days before the date from which the reduction of the share capital is to have effect, the
LLC shall publish a notice in an newspaper approved by the CRO stating the amount of the LLC's share capital at such date, the amount to which, and manner in which, the share capital is to be reduced and the date from which the reduction is to have effect; and
(B) on the date from which the reduction is to have effect a certificate shall be signed by at least two directors of the
LLC or the sole director if there is only one director declaring either:
(i) that on that date and following the reduction of capital, the realisable value of the
LLC's assets will be not less than the aggregate of its Liabilities and issued share capital and Share Premium Account and the LLC will be able to satisfy its Liabilities as they fall due; or
(ii) that all the creditors of the
LLC on that date have consented to the reduction.
Shares are to be cancelled in order to reduce the capital of an LLC the Shares shall be acquired at the lowest price at which, in the opinion of the directors, the Shares are obtainable, but not exceeding an amount, if any, stated or determined by the articles of association.
(5) Where an
LLC reduces the amount of its share capital then within 30 days after the date on which the reduction has effect the LLC shall file a notice in Prescribed Form with the CRO together with a copy of the notice referred to in Article 30(3)(A) and the certificate referred to in Article 30(3)(B) above.
(6) If, after a certificate is signed in accordance with Article 30(3)(B)(ii) above, a creditor who did not consent to the reduction has a debt or claim against the
LLC which the LLC is unable to pay as a result of the reduction, every person who was a Member of the LLC at the date of the certificate is then liable to contribute for the payment of the debt or claim in question an amount not exceeding the aggregate amount which, prior to the reduction, remained unpaid on the Shares then held by him.
(7) Notwithstanding Article 30 (1), an
LLC that is a Collective Investment Fund does not require authorisation by Ordinary Resolution to reduce its share capital in anyway.
|Amended (as from 5th April 2015).|