How to Reduce Share Capital

How to Reduce Share Capital 如何减少股本

Running a company is not easy and if you own one in Singapore, then you might be faced with the decision to reduce the share capital should certain circumstances crop up; here are some scenarios which may warrant such a move: 经营一家公司并不容易,如果你在新加坡拥有一家公司,那么一旦出现某些情况,你可能会面临减少股本的决定;以下是一些可能需要这样做的情况:

  • Your shareholders wish to cancel their shares in the company and need to be compensated. 你的股东希望取消他们在公司的股份,需要得到补偿。
  • You may need to reduce share capital in order to leverage your company’s Debt/Equity Ratio. 你可能需要减少股本以平衡公司的债务/股本比率。
  • A reduction in share capital can permit your company to pay up on dividends, buy back shares or generate funds for other corporate requirements. 减少股本可以让你的公司支付股息,回购股票或为其他公司需求筹集资金。
  • Share capital can be converted into debentures or bonds. 股票资本可以转换成信用债券或债券。
  • A reduction in share capital is useful if you want to reduce or cancel your company’s paid up shares or unpaid up shares. 如果你想减少或取消你公司的已付股份或未付股份,减少股本是有用的。

You must ensure that the any of the reasons you cite should comply with the Section 78A of The Company Act of Singapore, as long as the citation complies, you can execute the reduction with or without a court’s approval. In either of the case, your company’s director and shareholders must make and file a special resolution which is restricted by the company’s constitution. 你必须确保你引用的任何理由都符合《新加坡公司法》第78A条,只要引用符合,你就可以在得到或未得到法院批准的情况下执行减股。在任何一种情况下,贵公司的董事和股东必须作出并提交一份受公司章程限制的特别决议。

This is due to newer legislation however, as until previously all such actions were governed by Section 73 of the Company’s Act and a company was required to present their case for a special resolution in a court of law; share capital could only be reduced if it was sanctioned. The company could then lodge their case with the Accounting and Corporate Regulatory Authority of Singapore with or without the creditor’s approval. 然而,这是由于较新的立法,因为在此之前,所有此类行为均受《公司法》第73条的管辖,而且公司必须在法庭上提交其案件,以便作出特别决议;只有得到批准,股票资本才能减少。无论是否得到债权人的批准,该公司都可以向新加坡会计和公司监管局(ACRA)提起诉讼。

This legislation has been replaced with the newer Section 78A-78K which institutes recommendations made by the Company Legislation and Regulatory Framework Committee (CLRFC). The company no longer requires the court’s approval in order to reduce its share capital. However, under this legislation, public companies are required by the Ministry of Finance to publish a notice of its intention to reduce share capital in advance in a national press. Private companies on the other hand will have to either publish a notice in the press or provide their shareholders with a direct notification. 该法规已被更新的78A-78K条款所取代,该条款规定了公司立法和监管框架委员会(CLRFC)提出的建议。该公司不再需要法院的批准,以减少其股本。然而,根据这项立法,财政部要求上市公司在全国性媒体上提前发布其拟减持股份的通知。另一方面,私营公司要么在媒体上发布通知,要么直接通知股东。

The new legislation also requires the director of the company to make a solvency statement which complies with the Company Act Section 7A Solvency Test as well as the publicity requirements, guidelines for the both of which are available on the ACRA website. The solvency statement is to be made available to the creditors and shareholders of the company. Once the solvency statement is prepared, the director will need to submit it with the Comptroller of Income tax for tax processing. Finally, the company is required to inform the IRAS about their intention to reduce their share capital. Both the resolution and statement must be submitted within 8 working days with effect from the resolution date. 新法规还要求公司董事做出符合《公司法》第7A条偿付能力测试要求的偿付能力声明,以及ACRA网站上提供的有关这两项要求的公开要求。偿付能力报表应当提供给公司的债权人和股东。一旦准备好偿付能力报表,董事需要将其提交给所得税审计长进行税务处理。最后,公司必须通知IRAS他们有意减少其股本。决议及声明须于决议日期起计8个工作天内提交。

The creditors and shareholders can object to the reduction in share capital between six to eight weeks of the resolution date through court order. If no objections are received within said time, then the company can reduce its share capital. 债权人和股东可以通过法院命令,反对在决议日期的6至8周内削减股本。如果在规定时间内没有收到反对意见,则公司可以减少其股本。

In order to ensure that the proceedings remain compliant with the law, a professional advisory committee can be utilized by the company. 为了确保诉讼程序符合法律,公司可以利用一个专业的咨询委员会。

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