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Section 138: Registration of order and minute of reduction.

Companies Act 1985 · 1985 c. 6View on legislation.gov.uk

Part V: Share Capital, its Increase, Maintenance and Reduction — Chapter IV: Reduction of Share Capital

The registrar of companies, on production to him of an order of the court confirming the reduction of a company's share capital, and the delivery to him of a copy of the order and of a minute (approved by the court) showing, with respect to the company's share capital as altered by the order—

the amount of the share capital;
the number of shares into which it is to be divided, and the amount of each share; and
the amount (if any) at the date of the registration deemed to be paid up on each share,

shall register the order and minute (but subject to section 139).

On the registration of the order and minute, and not before, the resolution for reducing share capital as confirmed by the order so registered takes effect.

Notice of the registration shall be published in such manner as the court may direct.

The registrar shall certify the registration of the order and minute; and the certificate—

may be either signed by the registrar, or authenticated by his official seal;
is conclusive evidence that all the requirements of this Act with respect to the reduction of share capital have been complied with, and that the company's share capital is as stated in the minute.

The minute when registered is deemed to be substituted for the corresponding part of the company's memorandum, and is valid and alterable as if it had been originally contained therein.

The substitution of such a minute for part of the company's memorandum is deemed an alteration of the memorandum for purposes of section 20.

About this text

This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.