Board resolution for reduction of share capital (initiation)
A board resolution for reduction of share capital initiates the process under section 66 of the Companies Act 2013: the board approves the proposed reduction and calls a general meeting for the special resolution. The reduction itself needs the special resolution and confirmation by the National Company Law Tribunal.
Last updated: 27 August 2026
Doing this for a client?
OnCompliance drafts this resolution on the company’s letterhead, details filled from the client’s record, records it in the minutes, and files it in the client’s folder — with the notice, minutes and 21 other board documents made the same way.
Fill it in, edit it, download it
The details you type fill the document as you go. Click into the paper to edit any wording, then download it in Word or as a PDF.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [MEETING DATE] AT [VENUE]
RESOLVED THAT subject to the approval of the members by special resolution and confirmation by the National Company Law Tribunal under section 66 of the Companies Act 2013, the proposal to reduce the share capital of the company by [PROPOSED REDUCTION (SUMMARY)] be and is hereby approved in principle.
FURTHER RESOLVED THAT an extraordinary general meeting of the company be convened on [EGM DATE] to consider the special resolution for the said reduction, and that [NAME], [DESIGNATION], be and is hereby authorised to issue the notice of the meeting and take all consequential steps.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it at a board meeting first; the special resolution, tribunal confirmation and registration follow before any reduction takes effect.
Legal basis: s.66, Companies Act 2013
Common questions
Can a board alone reduce share capital?
No. Section 66 requires a special resolution of the members and confirmation by the tribunal; the board resolution only initiates and convenes.
Are there conditions before a reduction?
Among others, the company must not be in arrears on deposit repayments, and creditor and tribunal processes under section 66 apply.
Is buy-back different from reduction?
Yes, buy-back under section 68 is a distinct, self-contained route with its own conditions and does not need tribunal confirmation.
Can OnCompliance draft this for me?
Yes. OnCompliance drafts the resolution on the company’s letterhead with the details filled from the client’s record, records it in the minutes, and files it in the client’s folder, alongside the notice of the meeting and every other board document.