1950_COMPANIES_ORDINANCE — Page 15

Companies.

General Provisions with respect to Memorandum

and Articles.

[CAP. 32

Effect of dum and

memoran-

articles.

c. 23, s. 20.

23. (1) Subject to the provisions of this Ordinance the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if 19 & 20 Geo. 5, they respectively had been signed and sealed by each member, and contained covenants on the part of each member to observe all the provisions of the memorandum and of the articles.

(2) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company, and be of the nature of a specialty debt.

[22

to memoran-

articles of

limited by

24. (1) In the case of a company limited by guarantee Provision as and not having a share capital, and registered on or after dum and the 1st day of January, 1912, every provision in the memoran- companies dum or articles or in any resolution of the company purport- guarantee. ing to give any person a right to participate in the divisible c. 23, s. 21. profits of the company otherwise than as a member shall be void.

(2) For the purpose of the provisions of this Ordinance relating to the memorandum of a company limited by guaran- tee and of this section, every provision in the memorandum or articles, or in any resolution, of a company limited by guarantee and registered on or after the date aforesaid, pur- porting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital, notwithstanding that the nominal amount or number of the shares or interests is not specified thereby.

[23

19 & 20 Geo. 5,

in memoran-

dum or increasing contribute capital not

articles

liability to

to share

to bind existing members

25. Notwithstanding anything in the memorandum or Alterations articles of a company, no member of the company shall be bound by an alteration made in the memorandum or articles after the date on which he became a member, if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability without as at that date to contribute to the share capital of, or other- wise to pay money to, the company: Provided that this section shall not apply in any case where the member agrees in writing, either before or after the alteration is made, to be bound thereby.

[24

consent.

ibid. S. 22.

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