What Is Alteration Of Share Capital

Alteration of share capital refers to the process through which a company changes the structure or value of its share capital. Share capital represents the ownership stake of shareholders in a company and is an essential component of its financial structure. Companies may need to alter their share capital for various reasons, including financial restructuring, expansion, or meeting regulatory requirements.

Types of Alteration of Share Capital

Alteration of share capital can take different forms, including:

  • Increase of Share Capital: Companies may decide to issue additional shares to raise capital for business growth, acquisitions, or other financial needs.
  • Reduction of Share Capital: In certain situations, companies may opt to reduce their share capital due to losses, reorganization, or simplification of capital structure.
  • Consolidation of Shares: Consolidation involves combining multiple shares into a single share, resulting in a higher nominal value per share.
  • Subdivision of Shares: Subdivision is the opposite of consolidation, where a single share is divided into multiple shares with lower nominal values.
  • Conversion of Shares: Conversion involves converting shares from one class to another, such as converting preference shares into equity shares.
  • Reclassification of Shares: This involves changing the classification of shares, such as converting ordinary shares into preference shares.
  • Buyback of Shares: A company may buy back its own shares from shareholders, leading to a reduction in share capital.

Legal Procedures and Regulatory Approval

Alteration of share capital requires adherence to legal procedures and regulatory approvals. Companies typically follow these steps:

  1. Board Resolution: The board of directors approves the proposed alteration and convenes a general meeting.
  2. Shareholders' Approval: Shareholders vote on the alteration during the general meeting, following which a special resolution is passed.
  3. Application to Authorities: Companies file applications with regulatory authorities, such as the Registrar of Companies (RoC), for their approval.
  4. Confirmation by Authorities: Upon satisfying legal requirements, the authorities provide confirmation for the alteration.
  5. Effective Date: The alteration becomes effective from the date specified in the confirmation.

Impact on Stakeholders

Alteration of share capital can have implications for various stakeholders:

  • Shareholders may experience changes in their ownership percentages and voting rights.
  • Investors' perception of the company's financial health and prospects may be influenced.
  • Creditors and lenders may assess the company's altered capital structure before extending credit.
  • Regulatory bodies ensure that alterations comply with legal provisions.


Alteration of share capital is a significant corporate action that impacts a company's financial structure and stakeholders. Companies undertake such alterations for various strategic, financial, and regulatory reasons, with the aim of optimizing their capital position and meeting business objectives.

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