-
Frovizion
where copy
of memoran-
dum of sociation
9. (1) If a company has lost or is unable to secure a verified copy of its memorandum of association and shall have satisfied the registrar of companies by statutory declara- unobtainable. tion as to such loss or other circumstances rendering it impossible to file a verified copy thereof, it shall be competent for the company to act in manner following:-
(a) A new memorandum shall be prepared incorporating as far as is known or can be recollected or ascertained the same provisions as were contained in the original memorandum of association and such memorandum shall be approved by a special resolution of the com- pany as being in accordance with the provisions of sub-section (4) of this section and as being suitable for adoption as the memorandum of association of the company in place of such original.
(b) A copy of the proposed new memorandum shall be sent with every notice convening the meeting at which such special resolution is intended to be pro- posed.
(a) A copy of such proposed new memorandum of asso- ciation shall, as from the date of sending out the notices convening the meeting at which such special resolution is intended to be proposed, be available at the registered office of the company for inspection by any member or creditor of the company during usual business hours and a copy thereof shall, not later than the day on which such notices are sent out, be filed with the registrar of companies together with a statutory declaration by a director or secretary of the company that after diligent investigation and enquiry, such director or secretary is satisfied that such new proposed meinorandum has been drawn up strictly in accordance with the provisions of sub- section (4) of this section.
(d) The company shall cause an advertisement to be inserted three times in such newspaper or newspapers as the registrar shall presoriba (which three insertions tuay be in one or more newspapers circulating either within or outside the Colony) stating that the com- pany has lost its memorandum or as the case may be and that it is proposed to adopt a new memoran- dum and stating the place where such proposed new menprandum may be inspected. The advertisement ahall further asate that objections to such proposed new memorandum the nature of which objections to be stated briefly in writing should be filed with the registrar with an address for service within the Colony of such person objecting within the period (to be fixed by the registrar) mentioned in such advertisement.
(e) The manner of advertising and the requirements to be therein set out mentioned in paragraph (d) shall be prescribed by the registrar who shall have the power to vary or extend the provisions of paragraph (d) as he shall think fit having regard to the circum-
stances.
(If, within the time limited, no objections are filed the registrar aball register such new memorandum as the memorandum of association of the company but
with power for him, if he thinks fit, to refer the mat-
ter, by way of summary application, to a judge in chambers.
(g) If any objections are filed, the company shall, unless the registrar shall direct that all the objections filed are without substance, apply by petition to the court to approve the said new proposed memorandum and shall join all persons filing objections as parties to such proceedings.
(2) The court upon any such application may give such directions and may make such order and on such terms and conditions as it shall, in the circumstances, think fit, and any memorandum approved by the court, with or without modifica- tions pursuant to this sub-section, shall be forthwith registered by the registrar.
(3) Any memorandum of association registered by the registrar pursuant to the provisions of this section shall have affect as the memorandum of association of the company, in place of the metporandum of the company as originally regis- tered with such amendments thereof as have, from time to time, been lawfully made, but without prejudice to the rights of any person or member to proceed by action for damages in respect of any loss or damage suffered by him by reason of any variance between the memorandum of the com- pany as existing prior to the registration of the new memoran- dum and the new memorandum provided such person or member shall satisfy the court that he had no knowledge of the proposal to adopt a new memorandum, and that any proceedings in respect of such lose shall be commenced within two years of the registration of the new memorandum of association.
(4) In any case coming within the provisions of this section regard shall always be had to the form and contout of the former memorandum of association of the company in so far as the satue are known or can be ascertained. Accord- ingly no matter or provisions shall be included in the proposed memorandum which are known not to have been included in
and the original memorandum
such proposed new memorandum shall, as far as possible, contain a full and exact reproduction of all those matters and provisions contained in the original memorandum of association.
(5) In any case in which the registrar or the court ia satisfied that insufficient dato is available as to the matters contained in the original memorandum so as to render it inexpedient, baving regard to the circumstances, to allow the adoption of a new memorandum it shall be competent for the registrar or the court to refuse to register or approve such new memorandum of association.
sociation,
10. A company, which satisfies the registrar that by Articles of reason of having fully adopted Table A in the First Schedule to the principal Ordinance it never had any articles of asso- ciation whatsoever, shall be exempt from the obligation to file a copy of its articles of association.
11. (1) A company shall be exempt from the obliga- tion imposed upon it by section 4 of this Ordinance to supply the registrar with a copy of its articles of association if it satisfies the registrar by statutory declaration that such articles of association and all copies thereof have been lost.
Produs articles of
where
Lion aod oi
copies
thereof have been lost.