Reducing share capital
You can either reduce your company's share capital by seeking members' approval or filing a court order.
Last updated 31 January 2026
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Note: Share transactions are complex and errors can be costly. If you are unsure about share matters or how to file the correct share transactions in Bizfile, seek professional advice from a corporate service provider (CSP).
If you make an error during filing and cannot resolve it by filing a Notice of Error, you may need to obtain an Order of Court to amend the error.
Reasons to reduce share capital
Share capital reduction lowers the total value of your company's shares. Companies may reduce their share capital for commercial reasons.
Common reasons:
Return excess capital to members
Simplify their capital structure to be more efficient
Compensate shareholders who want to cancel their shares
Pay dividends, buy back shares, or get funds to meet other corporate needs
Cancel share capital no longer backed by company assets
Eliminate losses that may prevent dividend payments
Reduce or cancel shares (whether paid or unpaid)
Ways to reduce share capital
You can reduce share capital through two methods.
1. Reduce capital by members' approval
Required steps: Members' approval
Steps | Details |
|---|---|
Pass a special resolution approved by the members | - |
Make a solvency declaration | Company director must make a solvency declaration. Validity period:
|
File a special resolution for reduction of share capital under:
| Both private and public companies limited by shares must file this. When to file: Within 14 days from the date of the special resolution |
File a publication for proposed reduction of share capital under:
| You must notify ACRA about the special resolution and proposed share capital after reduction. When to file: You can file on the same day you file the notice of special resolution. Depending on your company type, you may also file:
|
Wait for six weeks | Creditors can apply to the Court to object to the capital reduction. They have up to six weeks after you pass the special resolution. If creditors object:
If no creditors object: Proceed to the next step. |
File share capital reduction by special resolution under section 78E | You can only file this if there are no objections after the six-week period. When to file: Between six and eight weeks from the date of the special resolution Note: The capital reduction takes effect immediately after you submit this filing. |
2. Reduce capital by Order of Court
Required steps: File Order of Court
Steps | Details |
|---|---|
Pass a special resolution approved by the members | - |
File a special resolution for reduction of share capital under:
| Both private and public companies limited by shares must file this. When to file: Within 14 days from the date of the special resolution |
Apply for a court order to approve the reduction. | If approved, proceed to the next step. |
File notice of court order for approval of reduction of share capital under section 78G | You can only file this if you received approval from the Court. When to file: Within 90 days after the court order date. If you need more time, follow our step-by-step guide to apply for an extension of time (notice of court order for reduction of share capital under CA S78I). Note: The capital reduction takes effect immediately after you submit this filing. |
Publication for reduction of share capital under sections 78B and 78C
View the list of companies that have filed for publication for reduction of share capital under sections 78B or 78C of the Companies Act 1967.
You can buy details of the reduction through Bizfile.