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Reduction of 43. (1) Except as otherwise provided in the articles of
stated capital incorporation, the board may at any time reduce the stated capital
by action of of a corporation by eliminating from stated capital amounts
the board previously transferred by the board from surplus to stated capital
and not allocated to any designated class or series of shares, or by
eliminating any amount of stated capital represented by issued
shares having a par value to the extent that the stated capital
exceeds the aggregate par value of such shares, or by reducing the
amount of stated capital represented by issued shares without par
value. If, however, the consideration for the issue of shares without
par value was fixed by the shareholders under this Part V, the
board shall not reduce the stated capital represented by such shares
except to the extent, if any, that the board was authorized by the
shareholders to allocate any portion of such consideration to
surplus.
(2) No reduction of stated capital shall be made under this
section unless after such reduction the stated capital
exceeds the aggregate preferential amounts payable upon
involuntary liquidation upon all issued shares having
preferential rights in the assets plus the par value of all
other issued shares with par values.
(3) When a reduction of stated capital has been effected
under this section, the amount of such reduction shall be
disclosed in the next financial statement covering the
period in which such reduction is made that is furnished by
the corporation to all its shareholders, or, if practicable, in
the first notice of dividend or share distribution that is
furnished to the holder of each class or series of its shares
between the date of such reduction and the next such
financial statement, and in any event to all its shareholders
within six months of the date of such reduction.

 

 

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