A.D. 1865.]
COMPANIES.
[No. 1.
51
11.(1.) The memorandum of association shall be signed by each subscriber in the presence of, and be attested by, one witness at the least.
(2.) 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.
25 & 26 Vict. c. 89 s. 11.
Ib. s. 12.
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, 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, no alteration shall be made by any company in the conditions contained in its memorandum of association.
13. Any company under this Ordinance may, by special resolution and with the approval of the Governor, change its name, and upon such change being made the Registrar of Companies 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.
14. (1.) Subject to the provisions of this and the next two succeeding sections, a company under this Ordinance may, by special resolution, alter the provisions of its memorandum of association or deed of settlement with respect to the objects of the company, or so far as may be required for any of the purposes hereinafter specified, or alter the form of its constitution by substituting a memorandum and articles of association for a deed of settlement, either with or without any such alteration as aforesaid with respect to the objects of the company, but in no case shall any such alteration take effect until confirmed on petition by the Court.
(2.) Before confirming any such alteration the Court must be satisfied—
(a.) that sufficient notice has been given to every holder of debentures or debenture stock of the company and any persons or class of persons whose interests will be affected by the alteration.
53 & 54 Vict. 62 s. 1.