35. Increase or reduction of capital
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(1) Subject to any limitations in the memorandum or articles and subject to subsections (3) and (4), the capital of an international business company may, by a resolution of directors, be—
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(a) increased by transferring an amount out of the surplus of the international business company to capital; or
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(b) reduced by—
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(i) returning to members any amount received by the international business company upon the issue of any of its shares, the amount being surplus to the requirements of the international business company,
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(ii) cancelling any capital that is lost or not represented by assets having a realisable value, or
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(iii) transferring capital to surplus.
(Amended by Act 14 of 2002)
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(2) Where an international business company reduces its capital under subsection (1), the international business company may—
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(a) return to members any amount received by the international business company upon the issue of any of its shares;
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(b) purchase, redeem or otherwise acquire its shares out of capital; or
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(c) cancel any capital that is lost or not represented by assets having a realisable value.
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(3) A reduction of capital shall not be effected if it reduces the capital of the international business company to an amount that is less than the sum of—
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(a) the aggregate par value of—
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(i) all outstanding shares with par value, and
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(ii) all shares with par value held by the international business company as treasury shares; and
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(b) the aggregate of the amounts designated as capital of—
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(i) all outstanding shares without par value, and
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(ii) all shares without par value held by the international business company as treasury shares that are entitled to a preference, if any, in the assets of the international business company upon liquidation of the company.
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(4) A reduction of capital shall not be effected under subsection (1) unless the directors determine that immediately after the reduction—
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(a) the international business company will be able to satisfy its liabilities as they become due in the ordinary course of business; and
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(b) the realisable value of the assets of the international business company will not be less than its total liabilities, other than deferred taxes, as shown in the books of account, and its remaining capital;
and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the international business company is conclusive, unless a question of law is involved.