8
(i) The objects of the company.
(2) If the company luus a share capital-
(4) No subscriber of the memorandum may take
less than one share
(i) Each subscriber must write opposite to his
name the number of shares he takes.
7. The memorandum must bear the same stamp as if it Stamp and were a deed, and must be signed by each subscriber in the signature of presence of at leist one witness who must attest the signa- um.
ture.
memoran-
s Edw. i c.. 69 s. 6.
8. A company may not alter the conditions contained Restriction in its memorandum except in the cases and in the mode on alteration and to the extent for which express provision is made in of memoran- this Ordinancs,
dum.
Ch. 8. 7.
of name.
9.-(1) A company may not be registered by a uzme Name of identical with that by which a company la existence is company already registered, or so nearly resembling that name as to and change be calculated to deceive, except where the company in 73. 9. 8. existence is in the course of being dissolved and signifies its consent in such manner as the registrar requires.
(2) If a company, through inadvertence or otherwise, is, witbout such consent as aforesaid, registered by a name identical with that by which a company in existence is previously registered, or so nearly resembling it as to be calculated to deceive, the first-mentioned company may, with the sanction of the registrar, change its name.
(3) Any company may, by special resolution and with approval of the Governor signified in writing, change its
Rame.
(4) Where a company changes its name, the registrar shall enter the new name on the register in place of the former name, aud shall issue a certificate of incorporation altered to meet the circumstances of the case.
(5) The change of name shall not affect any rights or obligations of the company, or rauder defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its formor name may be contioned or con- menced against by its new name,
10.--(1) Subject to the provisions of this section a alteration of company may, by special resolution, alter the provisions of cbjects of its memorandum with respect to the objects of the com- company. pany, so far as may be required to enable it-
(a) to carry on its business more economically or
more efficiently; or
(6) to attain its maiu purpose by now or improved
means; or
(e) to enlarge or change the local area of its opera-
tions; or
() to carry on some business which under existing circumstances may conveniently or advanta- geously be combined with the business of the company; or
(e) to restrict or abandon any of the objects spoei-
fied in the memorandum,
(2) The alteration shall not take effect until and except
in so far as it is confirmed on petition by the court,
(8) Before confirming the alteration the court must be satisfied-
(a) that sufficient notice has been given to evory
holder of debentures of the company, and to
any persons or class of persons whose interests will, in the opinion of the court, be affected by the alteration; and
(b) that, with respect to every cofliter who in the
opinion of the court is entitled to object, and who signifies his objection in mauner directed by the court, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the court:
Db. 5. 9.
Registration
of articles,
69 s. 10.
9
Provided that the court may, in the case of any person-
or class, for special reasons, disponse with the notice re- quired by this sortion.
(4) The court may make an order confirming the altern tion either wholly or in part, and on such terms and conditions as it thinks tit, and may make such order as to costs as it thinks proper.
(5) The court shall, in exercising its discretion under this section, have regard to the rights and interests of the members of the company or of any class of them, as well as to the rights and interests of the creditors, and may, if thinks fit, adjourn the proceedings in order that an arrange ment may be made to the satisfaction of the court for the purchase of the interests of dissentient members; and may give such directions and make such orders as it may think expedient for facilitating or carrying into effeer any such arrangement: Provided that no part of the capital of the company may be expended in any such purchase.
(6) An office copy of the order confirming the alteration, together with a printed copy of the memorandum as altered, shall, within twenty-eight days from the date of the order, be delivered by the company to the registrar of companies, and he shall register the same, and shall certify the registration under his hand, and the certificate shall be couelusive evidence that all the requirements of this Ordin- ance with respect to the alteration sad the confirmation thereof have been complied with, and thenceforth the memorandum so shered shall be the memorandum of the company,
The court may by order at any time extend the time for the delivery of documents to the registrar under this section for such period as the emart may think proper.
(7) If a company makes default is delivering to the registrar of companies any document required by this section to be delivered to him, the company shall be liable to a fine not exceeding one hundred dollars for every day during which it is in default.
Articles of Association,
11. (1) There may, in the case of a company limited by shares, and there shalt in the case of a company limited 8 Edw. 7. by guarantee or undimired, be registered with the memoran- dini articles of association sigued by the subscribers to the memorandum and prescibing regulations for the company.
(2) Articles of association may adopt all or any of the regulations contained in Table A in the First Schedule to this Ordinance.
Application of Table A. lb. s. 11.
Form. stamp, and signature of articles. Ib. 8, 12.
(3) In the case of an unlimited company or a company liniited by guarantee the articles, if the company has a share capital, must state the amount of share capital with which the company proposes to be registered,
(4) In the case of an unlimited company or a company limited by guarantee, if the company has not a share capital, the articles minst state the number of members with which the company proposes to be registered, for the purpose of enabling the registrar to determine the fees payable on registration.
12. In the ease of a company limited by shares and registered after the commencement of this Ordinance, if articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regula tious in Table A in the First Schedule to this Ordinance, those regulations shali, so far as applicable, be the regula- tious of the company in the same manner and to the same extent as if they were contained in duly registered articles.
13. Articles must-
(a) be printed;
(6) be divided into paragraphs numbered consecu-
tively;
(e) bear the same stamp as if they were contained
in a deed; and
(d) be signed by each subscriber of the memorandum of association in the presence of at least one witness who must attest the signature.
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