Restriction on Alteration of -Memorandum.
"7. A company may not alter the con ditions contained in its memorandum except in the cases and in the mode and to the extent for which express provision is made in this Act.
Alteration of Objects of Company.
9. (1) Subject to the provisions of this Section a company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it - (a) to carry on its business more economically or more efficiently ; or "(b) to attain its main purpose by new or improved means ; or " (c) to enlarge or change the local area of its operations ; or "(d) to carry on some business which under existing cir cumstances may conveni ently or advantageously be combined with the business of the company ; or "(6 to restrict or abandon any of the objects specified in the memorandum.
" (2) The alteration shall not take effect until and except in so far as it is confirmed on petition by the Court.
" (3) Before confirming the alteration the Court must be satisfied " (a) that sufficient notice has been given to every holder of debentures of the company, and to any persons or class of persons whose interests will, in the opinion of the Court, be affected by the alteration ; and "(b) that, with respect to every creditor who in the opinion of the Court is entitled to object, and who signifies his objection in manner directed by the Court, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Court : Provided that the Court may, in the case of any person or class, for special reasons, dispense with the notice required by this Section.
" (4) The Court may make an order con firming the alteration either wholly or in part, and on such terms and conditions as it thinks fit, and may make such order as to costs as it thinks proper.
" (5) The Court shall, in exercising its discretion under this Section, have regard to the rights and interests of the members of the company or of any class of them, as well as to the rights and interests of the creditors, and may, if it thinks fit, adjourn the , proceedings in order that an ar rangement may be made to the satisfaction of the Court for the purchase of the interests of dissen tient members ; and may give such directions and make such orders as it may think expedient for facilita ting or carrying into effect any such arrangement : Provided that no part of the capital of the company may be expended in any such purchase.
" (6) An office copy of the order confirming the alteration, together with a printed copy of the memorandum as altered, shall, within fifteen days from the date of the order, be delivered by the company to the registrar of companies, and lie shall register the same, and shall certify the registration under his hand, and the certificate shall be conclusive evidence that all the requirements of this Act with respect to the alteration and the confirmation thereof have been complied with, and thenceforth the memorandum so altered shall be the memorandum of the company.
The Court may by order at any time extend the time for the delivery of documents to the registrar under this Section for such period as the Court may think proper.
" (7) If a company makes default in de livering to the registrar of com panies any document required by this Section to be delivered to him, the company shall be liable to a fine not exceeding ten pounds for every day during which it is in default." See also Sections 14, 15, 16, 17, and 18 under heading ARTICLES OF ASSOCIATION.
In a limited company the liability of the directors or managers, may, if so provided by the memorandum, be unlimited (Section 60).
Sanction is given by the Act to after the memorandum of 1 association in certain ways :— With respect to the objects of the company see Section 9 above.
A company limited by shares, if authorised by its articles, may alter its memoran dum to increase its share capital, con solidate its share capital into shares of larger amount, convert paid-up shares into stock and re-convert stock into shares, sub-divide its shares, and cancel certain shares. (For particulars see Section 41 under heading SHARE CAPITAL.) By Section 45 (see SHARE CAPITAL) the conditions in the memor andum may, under certain circum stances, be modified so as to re-organise the share capital.
The amount of the share capital and of the shares may be reduced. (See the pro visions in Section 46, under REDUCTION OF SHARE CAPITAL.) Any company may, by special resolution, and with the approval of the Board of Trade, change its name. (See Section S under NAME OF COMPANY.) A company may provide that a specified portion of the uncalled capital shall not be capable of being called up except in the event and for the purposes of the company being wound up. (See Section 58 under COMPANY, UNLIMITED, and 59 under RESERVE LIABILITY.) A limited company, if so authorised by its articles, may, by special resolution, alter its memorandum so as to render unlimited the liability of its directors, or managers (Section 61).
The specimen memorandum of associa tion given in the Third Schedule of the Companies (Consolidation) Act, 1908, is—