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Corporations and legal personality





                            Alteration of articles





               General rule

               The articles can usually be altered by special resolution (75% majority).


               Copies of the amended articles must be sent to the Registrar within 15 days.


               Exceptions

               1     Entrenchment

                     It is possible to entrench some of the articles.  This means that a specified
                     procedure (e.g. unanimous consemt) may be required to change them.

               2     Members increase liability

                     S25 CA06 prevents a member being bound by any alteration made after he
                     becomes a member that requires him to increase his liability or contribute
                     further to the company.

               3     Common law restriction

                     Any change to the articles must be ‘bona fide in the interests of the company as
                     a whole’: Allen v Gold Reefs of Africa (1900).


































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