(1) Subject to subsection (3), a company may by special resolution reduce its stated capital by—
(a) extinguishing or reducing a liability in respect of an amount unpaid on any share;
(b) returning any amount in respect of consideration that the company received for an issued share, whether or not the company purchases, redeems or otherwise acquires any share or fraction thereof that it issued; and
(c) declaring its stated capital to be reduced by an amount that is not represented by realisable assets.
(2) A special resolution under this section shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted.
(3) A company shall not reduce its stated capital under subsection (1)(a) or (1)(b) if there are reasonable grounds for believing that—
(a) the company is unable, or would, after that reduction, be unable, to pay its liabilities as they become due; or
(b) the realisable value of the company's assets would thereby be less than the aggregate of its liabilities.
(4) A company that reduces its stated capital under this section shall not later than 30 days after the date of the passing of the resolution, serve notice of the resolution on all persons who on the date of the passing of the resolution were creditors of the company.
(5) A creditor may apply to the court for an order compelling a shareholder or other recipient—
(a) to pay to the company an amount equal to any liability of the shareholder that was extinguished or reduced contrary to this section; or
(b) to pay or deliver to the company any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section.
(6) An action to enforce a liability imposed by this section may not be commenced after 2 years from the date of the act complained of.
(7) This section does not affect any liability that arises under section 85 or 86.