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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 5

Mode in which and extent to which objects of company may be altered.

5€(1) Subject to sub-section (2), a company may, by special resolution, alter
the provisions of its memorandum with respect to the objects of the company,
so far as may be required to enable it

(a)to carry on its business more economically or more efficiently; or

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

(c)to enlarge or change the local area of its operations; or

(d)to carry on some business which under existing circumstances may
conveniently or advantageously be combined with the business of the company;
or

(e)to restrict or abandon any of the objects specified in the memorandum; or

(f)to sell or dispose of the whole or any part of the undertaking of
the company; or

(g)to amalgamate with any other company or body of persons.

(2) If an application is made to the court in accordance with this section for
the alteration to be cancelled, it shall not have effect except in so far as
it is confirmed by the court.

(3) Subject to sub-section (4), an application under this section may be made

(a)by the holders of not less in the aggregate than fifteen per cent. in
nominal value of the company's issued share capital or any class thereof or,
if the company is not limited by shares, not less than fifteen per cent. of
the company's members; or

(b)by the holders of not less than fifteen per cent. of the company's
debentures entitling the holders to object to alterations of its objects.

(4) An application shall not be made under this section by any person who has
consented to or voted in favour of the alteration.

(5) An application under this section must be made within twenty-one days
after the date on which the resolution altering the company's objects was
passed, and may be made on behalf of the persons entitled to make the
application by such one or more of their number as they may appoint in writing
for the purpose.

(6) On an application under this section the court may make an order
confirming the alteration either wholly or in part and on such terms and
conditions as it thinks fit, and may, if it thinks fit, adjourn the
proceedings in order that an arrangement may be made to the satisfaction of
the court for the purchase of the interests of dissentient members, and may
give such directions and make such orders as it may think expedient for
facilitating or carrying into effect any such arrangement, so, however, that
no part of the capital of the company shall be expended in any such purchase.

(7) The debentures entitling the holders to object to alterations of a
company's objects shall be any debentures secured by a floating charge which
were issued or first issued before the commencement of this Act, or form part
of the same series as any debentures so issued, and a special resolution
altering a company's objects shall require the same notice to the holders of
any such debentures as to members of the company.

In default of any provisions regulating the giving of notice to any such
debenture holders, the provisions of the company's articles regulating the
giving of notice to members shall apply.

(8) In the case of a company which is, by virtue of a licence from
the Ministry of Commerce (in this Act referred to as "the Ministry"), exempt
from the obligation to use the word "limited" as part of its name, a
resolution altering the company's objects shall also require the same notice
to the Ministry as to members of the company.

(9) Where a company passes a resolution altering its objects

(a)if no application is made with respect thereto under this section, it shall
within fifteen days from the end of the period for making such an application
deliver to the registrar of companies a printed copy of its memorandum as
altered; and

(b)if such an application is made, it shall

(i)forthwith give notice [in the prescribed form] of that fact to
the registrar; and

(ii)within fifteen days from the date of any order cancelling or confirming
the alteration, deliver to the registrar an office copy of the order and, in
the case of an order confirming the alteration, a printed copy of the
memorandum as altered.

The court may by order at any time extend the time for the delivery of
documents to the registrar under paragraph (b) for such period as the court
may think proper.

(10) If a company makes default in giving notice or delivering any document to
the registrar of companies as required by sub-section (9), the company and
every officer of the company who is in default shall be liable to a default
fine of ten pounds.

(11) The validity of an alteration of the provisions of a company's memorandum
with respect to the objects of the company shall not be questioned on the
ground that it was not authorised by sub-section (1) except in proceedings
taken for the purpose (whether under this section or otherwise) before the
expiration of twenty-one days after the date of the resolution in that behalf;
and where any such proceedings are taken otherwise than under this section
sub-sections (9) and (10) shall apply in relation thereto as if they had been
taken under this section and as if an order declaring the alteration invalid
were an order cancelling and it as if an order dismissing the proceedings were
an order confirming the alteration.

(12) In relation to a resolution for altering the provisions of a company's
memorandum with respect to the objects of the company passed before the
commencement of this Act, this section shall have effect as if, in lieu of
sub-sections (2) to (11), there had been enacted sub-sections (2) to (7) of
section five of the Companies Act (Northern Ireland), 1932.

Articles prescribing regulations for companies.



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