Scottish Court of Session Decisions

Subject_1Company
Subject_2Memorandum of Association
Subject_3Alteration
Subject_4Companies (Memorandum of Association) Act 1890 (53 and 54 Vict. c. 62) — Steamship Owners.
Facts:

The Companies (Memorandum of Association) Act 1890 enacts as follows:—Section 1—“(1) Subject to the provisions of this Act a company registered under the Companies Acts 1862 to 1886 may by special resolution alter the provisions of its memorandum of association or deed of settlement with respect to the objects of the company, so far as may be required for any of the purposes hereinafter specified, … but in no case shall any such alteration take effect until confirmed on petition by the Court which has jurisdiction to make an order for winding-up the company … (5) The Court may confirm, either wholly or in part, any such alteration as aforesaid with respect to the objects of the company, if it appears that the alteration is required in order to enable the company … ( b) To attain its main purpose by new or improved means or … ( d) To carry on some business or businesses which under existing circumstances may conveniently or advantageously be combined with the business of the company. …”

A company which had been formed for the purpose of carrying on the business of steamship owners in all its branches, by special resolution altered its memorandum of association by adding clauses in which they took power to carry on the business of ship owners, ship brokers, insurance brokers, managers of shipping property, lightermen, warehousemen, wharfingers, ice merchants, refrigerating storekeepers, and general traders, and to make and carry into effect arrangements for amalgamation with any other companies having similar objects.

On a petition by the company under the Companies (Memorandum of Association) Act 1890, the Court confirmed the alteration.