Alteration Memorandum
ALTERATION OF THE MEMORANDUM
A company’s memorandum of association may be altered in the manner provided by the Act but not otherwise. If there is no specific provision in the Act allowing the alteration of a particular clause in the memorandum, that clause is unalterable. A company may amend only the clauses that the Act prescribes for inclusion in the memorandum. Thus, it is permissible to change the company name, to convert from an unlimited company to a limited company and vice versa, to alter the objects clauses, to alter the share capital and to reduce the share capital. For instance, if it is provided in the memorandum of association that X shall be Managing Director for life, there is no way short of reconstructing the company to delete or amend that clause.
According to s.21(1A), notwithstanding subsection (1) and subject to section 33 and section 181, if a provision of the memorandum of a company could lawfully have been contained in the articles of the company, the company may be special resolution, alter the memorandum by altering or by deleting.
ALTERATION OF THE OBJECTS CLAUSES
All the provisions that allow alteration allow a company to alter its objects clause by special resolution. Under s.28(1) it states that a company may by special resolution alter the provision of its memorandum with respect to the objects of the company.
According to s.152(1) A resolution shall be special resolution when it has been passed by a majority of not less than three-fourths of such members as being entitled so to do vote in person or where proxies are allowed, by proxy, at a general meeting of which not less that twenty-one days notice specifying the intention to propose the resolution as a special resolution has been duly given.
Twenty-one days notice of the resolution to amend the object must be given to all members and to the trustee for the company’s debenture holders or to all the debenture holders directly if there is no trustee. The resolution to amend the
A company’s memorandum of association may be altered in the manner provided by the Act but not otherwise. If there is no specific provision in the Act allowing the alteration of a particular clause in the memorandum, that clause is unalterable. A company may amend only the clauses that the Act prescribes for inclusion in the memorandum. Thus, it is permissible to change the company name, to convert from an unlimited company to a limited company and vice versa, to alter the objects clauses, to alter the share capital and to reduce the share capital. For instance, if it is provided in the memorandum of association that X shall be Managing Director for life, there is no way short of reconstructing the company to delete or amend that clause.
According to s.21(1A), notwithstanding subsection (1) and subject to section 33 and section 181, if a provision of the memorandum of a company could lawfully have been contained in the articles of the company, the company may be special resolution, alter the memorandum by altering or by deleting.
ALTERATION OF THE OBJECTS CLAUSES
All the provisions that allow alteration allow a company to alter its objects clause by special resolution. Under s.28(1) it states that a company may by special resolution alter the provision of its memorandum with respect to the objects of the company.
According to s.152(1) A resolution shall be special resolution when it has been passed by a majority of not less than three-fourths of such members as being entitled so to do vote in person or where proxies are allowed, by proxy, at a general meeting of which not less that twenty-one days notice specifying the intention to propose the resolution as a special resolution has been duly given.
Twenty-one days notice of the resolution to amend the object must be given to all members and to the trustee for the company’s debenture holders or to all the debenture holders directly if there is no trustee. The resolution to amend the