Can a Memorandum of Association be altered?

Can a Memorandum of Association be altered?

Generally, since the Companies Act 2006 was introduced the memorandum of association cannot be altered and is a purely historical document. This meant that if for example the objects of the company needed to be changed, the memorandum of association would be amended.

What is Memorandum of Association How can it be altered?

Object Clause of Memorandum of Association of a Company can be altered by passing special resolution and complying with other prescribed conditions.

Which clause of Memorandum Cannot be altered?

Alteration to the Liability Clause: The Liability clause of the memorandum cannot be altered except with the written consent of all the members of the company. By altering the liability clause, the liability of the directors of the company can be made unlimited.

Can a Memorandum of incorporation be amended?

(1) A company’s Memorandum of Incorporation may be amended: (a) in compliance with a court order in the manner contemplated in subsection (4); (b) in the manner contemplated in section 36(3) and (4); or.

Who can alter Memorandum of Association?

Alteration of Memorandum of Association A company may alter the provisions of its memorandum by passing a special resolution and after complying with the procedure specified in the Act, (Sec. 13).

Can articles of association be amended retrospectively?

The fundamental right of a company to alter its articles is subject to the following limitations: Any subsequent alteration thereof which of inconsistent with such an order can be made by the company only with the leave of the court. g) The alteration cannot have retrospective effect.

Which of the following clause of Memorandum of Association Cannot be altered?

the Liability Clause
Alteration to the Liability Clause: The Liability clause of the memorandum cannot be altered except with the written consent of all the members of the company. By altering the liability clause, the liability of the directors of the company can be made unlimited.

What is object clause of Memorandum of Association?

The object clause of Memorandum of Association states the purpose of incorporation of the company. This is an important clause since any company performing an act beyond the objects makes it ultra vires. The subscribers of the company decide its objects while incorporating it.

Who can amend the Memorandum of Incorporation?

If a court order requires the amendment of the company’s MOI, it must be effected by a resolution of the company’s Board of Directors only (and not a special resolution). The notice to amend the MOI (CoR15. 2 and CoR15.

How do I change a company’s Memorandum and articles of association?

A company’s articles of association can be amended by passing a special resolution of the members, under section 283 of the Companies Act 2006. A special resolution requires a majority of at least 75\% of the total votes.

Which clause of Memorandum of Association Cannot be altered?