Capital Reduction under Section 117 - Live webinar (17-Mar-2026)

HRD Corp Claimable Course (T&C applies*)
Download flyer and registration form

Webinar sessions:
Session 1: 9:00am - 12:00pm;
Session 2: 2:00pm - 5:00pm.

A Company uses the capital invested by the shareholders to carry out the business activities and if the business is profitable, the Company may distribute a part of the profits to the shareholders in the form of dividends or if the retained profits are in excess of the needs of the Company, then the Company may return some of the share capital to the shareholders through a capital reduction. However, if the business is not profitable, the assets of the Company may not be reflective of the original share capital any more. In such a situation, the Company may cancel/reduce its share capital to a level that represents the available assets. In situations where the Company has partly paid shares and liability is put on the shareholders for the unpaid portion, the Company may opt to extinguish or reduce the liability in respect of the unpaid share capital via a capital reduction to right size the share capital.

Under the previous legislation, a capital reduction could only be done by a special resolution confirmed by the Court. Section 117 of Companies Act 2016 (Act) now provides an alternative to the court procedure where a company can reduce its capital by special resolution supported by a solvency statement.

This webinar is designed to provide a practical guide to carrying out a capital reduction under Section 117 of the Act, with a primary focus on private companies and additional insights into key issues relevant to listed companies. It also addresses procedural compliance and remedies for defects, drawing on relevant case law to highlight approaches for reducing director liability.

Key topics covered:

• Drivers for initiating a capital reduction exercise
• How a company can satisfy the solvency test
• The statutory requirements on capital reduction.
• Reduction of capital due to over-capitalisation or loss of capital, the effect of the exercise
• Creditors rights to object to capital reduction
• A step by step guide to handling a capital reduction exercise, the actions to be taken before and after the capital reduction.

Presenter:

Leong Oi Wah

Ms Oi Wah has more than 30 years of experience in handling corporate secretarial matters in the profession and the corporate sector. She has been involved in advising on corporate secretarial requirements including corporate restructuring and compliance with various regulatory bodies such as the Registrar of Companies, Bursa Malaysia Securities Berhad, Securities Commission and other authorities. She is currently Director, Corporate Development of Epsilon Advisory Services Sdn Bhd which specialises in providing the full range of corporate secretarial and advisory services and a regular trainer of Continuing Professional Education programme with the Companies Commission Training Academy and professional bodies. She co-authored a book Company Meetings, Minutes and Resolutions in Malaysia published in 2021 by the Malaysian Current Law Journal.