Require- ments with
memoran- dum.
respect to
19 & 20 Geo.
5, c. 23, s. 2.
Stamp and signature of
memoran-
dum
19 & 20 Geo.
5, c. 23,
s. 3.
Ordinance
No. 8 of 1921,
Restriction
1528
4.—(1) The memorandum of every company must state-
(a) The name of the company, with "Limited" as the last word of the name in the case of
.
a company limited by shares guarantee:
or by
(b) Whether the registered office of the company is to be situate in the Colony or within the limits of the China Orders in Council.
(c) The objects of the company.
(2) The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee must also state that each member under- takes to contribute to the assets of the company in the event of its being wound up while he is a mem- ber, or within one year after he ceases to be a mem- ber, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for adjustment of the rights of the contribu- tories among themselves, such amount as may be required, not exceeding a specified amount.
(4) In the case of a company having a share capital-
(a) The memorandum must also, unless the company is an unlimited company, state the amount of share capital with which the company proposes to be registered and the division thereof into shares of 8 fixed amount;
(b) No subscriber of the memorandum may
take less than one share;
(c) Each subscriber must write opposite to his
name the number of shares he takes.
5. The memorandum must bear the same stamp as if it were a deed, and must be signed by each sub- scriber in the presence of at least one witness who must attest the signature.
6. A company may not alter the conditions con- on alteration tained in its memorandum except in the cases, in the mode and to the extent for which express provision is made in this Ordinance.
of memo-
randum.
19 & 20 Geo.
5, c. 23, 8. 4.
Mode in
which and extent to which objects of company may be
altered.
19 & 20 Geo.
5, c. 23,
S. 5.
7.-(1) Subject to the provisions of this section, a company may, by special resolution, alter the pro- visions 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 circumstances may conveniently or advantageously be combined with the business of the company; or
(e) to restrict or abandon any of the objects
specified in the memorandum; or
(f) to sell or dispose of the whole or any part
of the undertaking of the company; or (g) to amalgamate with any other company or
body of persons.