Co-Operative Societies Act 2008

93. Alteration of authorised capital

1.      A society may, by special resolution, amend its by-laws to increase or decrease its capital and, for that purpose, may—

a.      subdivide any shares;

b.     consolidate shares into shares of a larger par value, but the par value of consolidated shares must not be greater than $100;

c.      cancel any shares that at the date of registration of the bylaws, have not been subscribed for or agreed to be issued and diminish the amount of the par value of the shares so cancelled;

d.     extinguish or reduce the liability on any of its shares with respect to capital not paid up;

e.      with or without extinguishing or reducing liability on any of its shares, cancel any paid up capital that is lost or unrepresented by available assets; and

f.      with or without extinguishing or reducing liability on any of its shares and either with or without reducing the number of such shares, pay off any paid-up capital that is greater than the requirements of the society.

2.      The Registrar may approve a by-law mentioned in subsection (1) where he is satisfied that—

a.      the by-law has been made in accordance with this Act;

b.     the holders of all shares of the society affected by the by-law have approved the by-law by a special resolution passed by the members at a general meeting called for the purposes; and

c.      in the case of a by-law providing for a reduction in the capital of the society—

                      i.         all creditors who are liable to be affected have been notified of the by-law and have signified their approval; or

                     ii.         appropriate steps have been taken by the society to adequately safeguard the interest of its creditors.

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