The alteration was held void because it was oppressive in nature and effectively allowed for the expulsion of a minority member without just cause.
It prohibits alterations that unfairly increase the liability of a member to contribute to share capital or otherwise pay money to the company without their written consent.
A special resolution may be impeached if it has a prejudicial effect that discriminates between majority and minority shareholders.
An existing member who agrees to the alteration is only bound by the separate contract made with the company, not by the amendment itself.
Alterations must be made for the benefit of both the corporation and the relative rights of different classes of shareholders.
He stated that a company cannot be precluded from altering its articles, but acting on the new provisions may still breach existing contracts.
An alteration requiring any shareholder who competed with the company's business to transfer shares at fair value to nominees of the directors was held to be bona fide for the benefit of the company.
The court cannot overrule a decision if the majority members' subjective bona fide view is that the alteration benefits the company.
Shareholders' rights are influenced by the activities and limitations set forth in the Statement of Objects.
Yes, a company can alter its articles, but such action may still expose it to liability for damages if it violates prior contractual obligations.
The statutory right cannot be taken away by an injunction intended to restrain breach of contract, as damages can be awarded in appropriate cases.
A delicate balance must be struck between the benefits of the company as a whole and the rights of individual shareholders.
No, a company cannot lawfully alter its articles contrary to section 23 by varying the terms upon which its members may hold their shares without their written consent.
Failure to lodge the amended articles, for which the company and its officers can be fined up to two hundred thousand shillings.
The test is whether the alteration was, in the opinion of the shareholders, for the benefit of the company, provided it is not oppressive to the minority.
It may provide for the purchase by the company of shares from any members and for the corresponding reduction of its capital.
A company must file a copy of the amended articles with the Registrar within fourteen days after the resolution containing the amendment is passed.
The alteration must leave the business substantially as it was before, with only changes that enable it to be carried on more economically or efficiently.
An alteration must not amount to fraud or oppression of the minority, or be unduly prejudicial to such minority, unless made bona fide for the benefit of the company as a whole.
Such provisions are presumed to be made bona fide and for the benefit of the company.
The alteration of articles must be made bona fide and in the interest of the company as a whole.
Only after due registration with the Registrar.
Yes, the Court may confirm the alteration either wholly or in part, considering compliance and the interests of members and creditors.
It refers to the declaration of the purposes for which a company is formed, outlining the scope of its activities.
The dismissal of such proceedings operates as an order confirming the alteration. If the alteration is declared invalid, the declaratory order has the effect as if it were an order cancelling the alteration.
The alteration takes effect as though the altered articles were in operation at the time the company was registered, but it does not undo or invalidate prior acts properly done pursuant to the original articles.
Such alterations are liable to challenge in court by members aggrieved by the alteration.
The common thread is that the law aims to prevent oppression or fraud on the minority by imposing conditions on the company's right to alter its articles.
It is interpreted based on what motivates the alteration, considering the general interest or benefit of the shareholders and the company.
The powers are not unlimited; they are confined to the activities specified in the Statement of Objects.
Yes, a private company can pass a special resolution as a written resolution without the need to convene a meeting, provided it is passed by members representing not less than seventy-five percent of the total voting rights.
A written resolution of a public company to alter its articles would be ineffectual and would not bind any member or class of members, regardless of whether it is passed unanimously.
No, a company's articles cannot effectively provide that they may not be altered. The only way to hamper this power is by providing for votes to be specially weighted.
The court decided that a contract made by a company not to exercise its statutory power to alter its articles is unenforceable.
It renders invalid any alteration that increases the liability of members to contribute to the company's share capital without their written consent.
It is of the same effect as one duly made by special resolution.
Alterations must not breach any statute, increase a member's liability without consent, or defeat minority rights.
The Registrar may reject and refuse to register such alteration.
A provision that makes a special resolution incapable of being passed by a particular shareholder or group is not construed as restricting the company's statutory power to alter articles.
The court restrained the company from altering its articles to empower the majority shareholders to expropriate the minority's shares, viewing it as oppression.
A special resolution would be liable to be impeached if the effect of it were detrimental to the rights of individual members.
Scrutton L states that it is not the court's business to manage the affairs of the company; that responsibility lies with the shareholders and directors.
The court has the discretion to wind up a company based on equitable grounds, and whether or not to do so depends on the specific facts of each case.
A special resolution must be passed by a majority of not less than seventy-five percent of the members eligible to vote, and the meeting must be duly convened with prior written notice.
Alterations must be made bona fide and for the benefit of the company and its shareholders.
Shirlaw was removed from office under the new articles, and he was awarded damages for breach of his contract of service.
The statutory power to alter articles is far-reaching and must be exercised prudently for the benefit of the company, considering that alterations may affect the rights of members.
A member must agree in writing, either before or after the amendment is made, to be bound by it.
Members must not exercise their statutory right to alter the articles otherwise than bona fide for the benefit of the company as a whole.
Such an alteration would not be considered bona fide for the benefit of the company.
Yes, members can make an enforceable contract not to alter some or all of the company's articles, but such an agreement does not invalidate alterations made in breach of contract.
The court may sanction such an alteration if it is applied for by a member or class of members and if it can be advantageously or conveniently carried out with the existing business.
It should be confined to cases of malicious alteration of articles that are calculated to prejudice, discriminate, or otherwise oppress the minority of shareholders.
Such a provision is void.
Alterations must be made in good faith and in the interest of the general body of members, and mistakes in the articles may only be rectified by altering the articles through a special resolution.
Alteration of articles that amounts to oppression of a member or members by the majority can support such an application.
No, a company cannot exempt any article from liability to alteration as held in Walker v London Tramways.
Holders of debentures, other affected persons or classes, and creditors of the company.
An alteration cannot be for the benefit of the company as a whole if it is a detriment to one of the members.
An additional fine of twenty thousand shillings for each day the default persists.
The test is whether the alteration was, in the opinion of the shareholders, for the benefit of the company.
The Court may allow time for arrangements to be made for the purchase of the interests of dissentient members.
