Part 4 — Alteration of Constitution Division 1 Memorandum of Association
36 Alteration of share capital
articles, may by special resolution
RSA 2000
(a) increase the maximum price or consideration for which
shares without nominal or par value may be issued, where
that maximum price or consideration has been stated in the
memorandum or articles,
(b) cancel shares that, at the date of the passing of the resolution
in that behalf, have not been taken or agreed to be taken by
any person, and diminish the amount of its share capital by
the amount of the shares cancelled or in the case of the
cancellation of shares without nominal or par value, by the
number of shares cancelled,
(c) cancel paid-up shares that are surrendered to the company
by way of gift, and, if the resolution so provides, diminish
the amount of its share capital by the amount of the shares
or in the case of shares without nominal or par value by the
number of the shares cancelled, and
(d) cancel paid-up shares that are acquired by a company on a
distribution of the assets of another company under
liquidation proceedings, and, if the resolution so provides,
diminish the amount of its share capital by the amount of the
shares cancelled, or in the case of shares without nominal or
par value, by the number of shares cancelled.
(2) The powers conferred by this section may, if the articles so
provide, be exercised by ordinary resolution of the company or by
resolution of the directors.
(3) A cancellation of shares pursuant to this section shall not be
deemed to be a reduction of share capital within the meaning of
sections 38 to 41.
(4) A resolution under this section does not take effect until a copy
has been filed with the Registrar, and the proper fees paid to him,
and when the resolution has been so filed and the fees paid, the
Registrar shall issue a certificate showing the alteration effected by
the resolution.
RSA 2000 cC-21 s36;2020 c25 s2(22)
Consolidation, Subdivision, etc.,
of Share Capital