CO129-381 - Governor Sir Lugard - 1911 [11-12] — Page 425

Mode of forming in- corporated

company.

* Edw. 7 e. 69 s. 2.

alemoran- dum of

company limited by

shares.

16. . 3.

Memoran- dum of

company limited by guarantee.

Ib. s. 4.

Memoran- drm of nnlimited

company.

1b. g. 5.

8

Memorandum of' Association.

3. Any seven or more persons for, where the com- pany to be formed will be a private company within the meaning of this Ordinance, any two or more persons) associated for any lawful purpose may, by subscribing their names to a niemoranduin of association and otherwise - complying with the requirements of this Ordinance in respect of registration, form an incorporated company, with or without limited ability (that is to say), either--

(A company having the liability of its members

limited by the memorandum to the amount, if any, impaid on the shares respectively held by them (in this Ordinance termed a company limited by shares); or

() A company having the liability of its members limited by the memorandum to such amount as The members may respectively thereby under- take to contribute to the assets of the company in the event of its being wound up (in this Ordinance termed a company limited by guar- antee); or

(F) A company not having any limit on the liability of its members (in this Ordinance termed an unlimited company).

4. In the case of a company limited by shares-

(1) The memorandum must state----

(2) The name of the company, with "Limited "as

the last word in its name;

(2) The address in the Colony at which the regis- tered office of the company is to be situate; (i) The objects of the company

(ie) That the liability of the members is limited ;

(r) The amount of share capital with which the company proposes to be registered, and the division thereof into shares of a fixed amount:

(2) No subscriber of the memorandum may take less than one share:

(3) Each subscriber must write opposite to his name

the number of shares he takes.

6. In the ease of a company limited by guaranted—

(1) The memorandumi must state-

(2) The name of the company, with "Limited" as

The last word in its name;

(17) The address in the Colony at which the regis-

tered office of the company is to be situate ;

(i) The objects of the company;

(iv) That the liability of the members is limited ;

(r) That each member undertakes to contribute

to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and fabilities of the company contracted before he reases to be a member, and of the costs, eburges, and expenses of winding up, and for adjustment of the rights of the contribu-

tories among themselves, such amount as way be required, not exceeding a specified amount,

(2) If the company has a share capital-—

() The memorandam must also state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a 6xed amount;

(1) No subscriber of the memorandum may take

less than one share;

(2) Each subscriber must write opposite to his

name the number of shares he takes.

6. In the

CaRe

of an unlimited company-- (1) The memorandum must state—

() The name of the company;

(ii) The address in the Colony at which the

registered othee of the company is to be situate;

9

ti; The objects of the company,

(2) If the company has a share capital

() No subscriber of the mon brandna may take

less than one share :

(8) Bach subscriber maat write opposite to his

ime the number of shares he takes.

7. The memorialan man bear the same stamp as if it Stamp and were a dead, and must be signed by cach subscriber in the signature of presence of at least one witness who must arrest the wigua- MemOTAN-

ture.

duni.

s Edw. 7 c. G9 s. 6,

8. A company may not alter the conditions eoutained Restriction

in its memoranthum except in the cases and in the mode on alteration and to the extent for which express provision is made in of memoran- this Ordinance.

dam.

b. s. 7.

9.-(1) A company may not be registerul by a ume Name of identical with that by which a company in existence is company already registered, or so newly resembling that we as to

andchange be enienlated to deceive, exrept where the company in 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, without such consent as aforesaid, registered by a mane identical with that by which a company in existence is proviously registered, on so nearly resembling it as to he enlenlated to deceive, the first-mentioned roupany may, with the sanction of the registrar, change its name.

(3) Any company way, by special resolution and with approval of the Governor siguitied in writing, chuage its

vanie,

(4) Where a company changes its name, the registrar shail enter the new name on the register in place of the former nune, and shall issue a certificate of iuvorporation altend to meet the circumstances of the case,

(5) The change of name shall for affect any rights or obligations of the company, or render defectivo any legal proceedings by or against the company, and any legal proceedings that might have been continued or counnen ed agalust it by its former mane may be continued or eam- meured against by its new name.

of name. ïb. s. S.

10.-(1) Subject to the provisions of this section a Alteration of company may, by special resolution, alter the provisions of thjects of jis iemorandum with respect to the objects of the con-company. pany, so far as may be required to enable it...

(a) to curry on its business more economically or

more efficiently; or

(b) to attain its main purpose by new or improved

means for

(c) to enlarge or change the loral aren of its opera-

tjons; or

(d) 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 speci-

fied in the memorandam.

(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 aberation the court must bo satisfied--

(a) that sufficient notice has been given to every holder of debentures of the company, and to any persons or class of persons whose interests will, in the opinion of the court, he affected by the alteration; mind

(6) that, with respect to every creditor who in the opinion of the court is entitled to object, and who signifies his objection in manner directel by the court, either is consent to the alteration has been obrained or his debt or claim has been discharged or has determined. or has been

secured to the satisfaction of the court:

Ih. 8. W.

415