24
CAP. 32]
Companies
(1984 Ed.
(6 of 1984.) [31.8.84.]
Seventh Schedule.
Signature of memorandum. [cf. 1948 c. 38. s. 3.]
Restriction on alteration of memorandum. 1929 c. 23, s. 4.
Mode in which and extent to which objects may be altered.
1929 c. 38. s. 5.
(2) The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee must also state 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 after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
(4) In the case of a company having a share capital-- (a) the memorandum must also, unless the company is an unlimited company, state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount;
(b) no subscriber of the memorandum may take less than one share;
(c) each subscriber must write opposite to his name the number of shares he takes.
(5) The powers of a company formed on or after the commencement of the Companies (Amendment) Ordinance 1984 shall include, unless expressly excluded or modified by the memorandum or articles, the powers set forth in the Seventh Schedule. (Added, 6 of 1984, s. 5)
6. The memorandum shall be signed by each subscriber in the presence of a witness who shall attest the signature by signing his name and stating his occupation and address in legible form. (Replaced, 6 of 1984, s. 6)
7. A company may not alter its memorandum except in the cases, in the mode and to the extent for which express provision is made in this Ordinance. (Amended, 6 of 1984, s. 7)
8. (1) A company may, by special resolution of which notice has been duly given to all the members of the company (including, for the purposes of this section, members who are not entitled to such notice under the articles of the company), alter the conditions of its memorandum with respect to the objects of the company by abandoning or restricting any of those objects or by adopting any new object which could lawfully have been contained in the memorandum at the time of its registration:
Provided that, if an application is made to the court in accordance with this section for the alteration to be annulled, the alteration shall not have effect except in so far as it is confirmed by the court. (Replaced, 6 of 1984. s. 8)
24
CAP. 32]
Companies
(1984 Ed.
(6 of 1984.) [31.8.84.]
Seventh Schedule.
Signature of memorandum. [cf. 1948 c. 38. s. 3.]
Restriction on alteration of memorandum. 1929 c. 23, s. 4.
Mode in which and extent to which objects may be altered.
1929 c. 38. s. 5.
(2) The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee must also state 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 after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
(4) In the case of a company having a share capital-- (a) the memorandum must also, unless the company is an unlimited company, state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount;
(b) no subscriber of the memorandum may take less than one
share;
(c) each subscriber must write opposite to his name the
number of shares he takes.
*
(5) The powers of a company formed on or after the com- mencement of the Companies (Amendment) Ordinance 1984 shall include, unless expressly excluded or modified by the memorandum or articles, the powers set forth in the Seventh Schedule. (Added, 6 of 1984, s. 5)
6. The memorandum shall be signed by each subscriber in the presence of a witness who shall attest the signature by signing his name and stating his occupation and address in legible form.
‹ Replaced, 6 of 1984, s. 6)
7. A company may not alter its memorandum except in the cases, in the mode and to the extent for which express provision is made in this Ordinance.
i Amended, 6 of 1984, s. 7)
8. (1) A company may, by special resolution of which notice has been duly given to all the members of the company (including, for the purposes of this section, members who are not entitled to such notice under the articles of the company), alter the conditions of its memorandum with respect to the objects of the company by abandoning or restricting any of those objects or by adopting any new object which could lawfully have been contained in the memorandum at the time of its registration:
Provided that, if an application is made to the court in accordance with this section for the alteration to be annulled, the alteration shall not have effect except in so far as it is confirmed by the court. (Replaced, 6 of 1984. s. 8)
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