All changes brought to the Articles of Association of a company must be … Section 2(56) defines a memorandum to mean “the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this act.” 6. This Special Resolution – Amend Memorandum of Association shall be used where a company wishes to remove the provisions in the Memorandum of Association which relate to the Objects Clause and the Authorised Share Capital so that it can take advantage of the changes introduce by the Companies Act 2006. Limited (the "Company") - SPECIAL BUSINESS 1 To consider and, if thought fit, pass the following resolutions as special resolutions:-
To change the company name . Procedures for amendment of Memorandum and Articles of Association . … However, in order to make certain decisions - or change the constitution itself - company directors or shareholders need to pass resolutions. Most of the provisions of a company's memorandum and articles of association can be changed by special resolution. There are standard form articles in Table A of the Hong Kong Companies Ordinance as amended and these can be used and altered as the need arises. Special Resolution to Amend the Bylaws . Mandatory Provisions 4 Article 5 The Company is a joint stock limited liability company with perpetual existence and is an … However, a company is free to incorporate under different articles of association, or to amend its articles of association at any time by a special resolution of its shareholders We’ve provided a few special resolution example wordings that you can amend: 1. Articles of Association 2 of Directors. Shareholders’ Special Resolutions require the votes of 75% of members present in person or by proxy, who are entitled to vote and do vote at the meeting. The directors then note that resolution has been passed and resolve to send a copy of the resolution to Companies House with the new articles and one or more official forms (depending on the nature of … A copy of the resolution must be sent to Companies House within 15 days. If a company is incorporated without a constitution, how is the majority of signatories to a resolution being determined? To make the necessary modifications you will need to hold a meeting of the directors and pass a Special Resolution. 2. The meeting at which the resolution is proposed must have had at least 14 days notice, unless a shorter period was agreed by a majority in number of members holding at least … THAT the initialled document attached hereto be adopted as the articles of association of the company in replacement and to the exclusion of the existing articles. contract out from its Memorandum and Articles of Association by passing a resolution to that effect. The document also includes a form of explanatory wording that premium listed companies should include in the circular to shareholders. LIMITED To be held in The Crowne Plaza, Northwood Park, Santry, Dublin 9 at 10am on Saturday 14th May 2016. SPECIAL RESOLUTION For consideration at the ANNUAL GENERAL MEETING OF I.W.A. Memorandum of association is one of the documents which have to file with the registrar of companies at the time of incorporation of a company. This Written Resolution to Amend Articles of Association shall is to be used when the company decides to pass a special resolution to amend the articles of association as a written resolution instead of holding a meeting of members.