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Signature, and effect of memorandum of association.
Power of certain companies to alter memorandum
ORDINANCE No. 1 OF 1865.
Companies, &c. (Part I. Constitution, &c.)
11. The memorandum of association shall be signed by each subscriber in the presence of, and be attested by, one witness at the least: It shall, when registered, bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in the memorandum contained, on the part of himself, his heirs, executors, and administrators, a covenant to observe all the conditions of such memorandum, subject to the provisions of this Ordinance.
12. Any company limited by shares may so far modify the conditions contained in its memorandum of association, if authorized to do so by its regulations as originally framed, or as altered by special resolution in manner hereinafter mentioned, as to increase its capital, by the issue of new shares of such amount as it thinks expedient, or to consolidate and divide its capital into shares of larger amount than its existing shares, or to convert its paid-up shares into stock, but, save as aforesaid, and save as is hereinafter provided in the case of a change of name, no alteration shall be made by any company in the conditions contained in its memorandum of association.
Power of certain companies to change name.
Regulations to be prescribed by articles of association.
13. Any company under this Ordinance, with the sanction of a special resolution of the company passed in manner hereinafter mentioned, and with the approval of His Excellency the Governor, may change its name, and upon such change being made the officer appointed for the registration of companies under this Ordinance, hereinafter styled the Registrar, shall enter the new name on the register in the place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case; but no such alteration of name shall affect any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company, and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name.
Articles of Association.
14. The memorandum of association may, in the case of a company limited by shares, and shall, in the case of a company limited by guarantee or unlimited, be accompanied by articles of association signed by the subscribers and registered with the memorandum of association, and prescribing such regulations for the company as the subscribers to the