A company may, unless its articles provide otherwise, by special resolution, alter its share capital by increasing or reducing its share capital by new shares of such an amount as it thinks expedient. A reduction in share capital must be sanctioned by a court order. A Notice of Alteration in Capital (Form 11) and a resolution must be filed within one month from the date when the resolution for alteration in the capital was passed.
When a company resolves to change its share capital, it is required by law to notify the Registrar. These changes could refer to an increase in share capital, subdividing of shares, converting them into stock, or consolidation of its shares.
Companies Form 11 filed in duplicate and a Special Resolution for an increase in capital must be lodged. The Minimum Authorized Share Capital for various classes of companies is as follows:-
- Private Company -Minimum Nominal Capital K15,000
- Public Company – Minimum Capital K1,500,000
- Bureau de Change – Minimum Capital K375,000
- Financial Institution – Minimum Capital K750,000
- Insurance company – Minimum Capital K1,500,000
- Re-insurance company – Minimum Capital K7,500,000
- Insurance Broker – Minimum Capital K780,000
- Local Bank – Nominal Capital K156,000,000
- Foreign Bank – Nominal Capital K780,000,000
Special Resolution for Notice of Alteration in Capital.
- Registration Fee – 2.5% of the increased capital (in no case shall the fee be more than K2,500,000)
- Replacement Certificate of Share Capital – K175
- Special Resolution-K200