The Archive · 1890

PRIVATE BILLS ALTERING MEMORANDUMS OF ASSOCIATION OF COMPANIES

The following is the report (made at the close of the last session) of the Select Committee appointed to consider and report under what circumstances or upon what conditions, if avy, private Bills altering the terms of the memorandum of association of companies ought to be allowed to pass "That the committee have met, and have considered the matters to them' referred, and have agreed to the following report "That it is expedient that power be given by a general act to companies incor-

alter or extend by special resolution their Porated under the Companies Acts, to memorandum of association within the limits, and subject to the conditions here-matter mentioned, subject to the confi motion of the High Court of Justice in England and Ireland, and the Court of Session in Scotland, provided that every member of the company, who by himself, or his authorised agent, has expressed his dissent from such special resolution at either of the meetings held for passing or confirming the same, and every holder of debentures or debenture stock charged on the undertaking of the company, and any person or class of persons whose interests will, in the opinion of the court, be directly affected by the proposed alteration, should, subject to rules to be made for the purpose by the court, have power to appear before the court and show cause against the confirmation of such special resolution.

"The limits and conditions above referred to are—(1.) That where the alteration has relation to the objects of the company expressed in its memorandum, the new or extended objects be cognate with or ancillary to the principal objects of the company

or some of them. (2.) That the application expressed in ite memorandum of association for the proposed alteration be based upon circumstances which have arisen since the registration of the company. That inaemuch aa a cénaiderable interval may elapse before such general law be passed, and it would not be right in the meantime to place an absolute barrier in the way of obtaining an alteration in the memorandum of association of a company, the foregoing recommendations should afford the guide as to the method in which Bills for that purpose should be dealt with by Parliament, subject to the following conditions: That every Bill promoted by a company incorporated under the Companies Acts for an alteration of its memojrandum of association, be approved by a special resolution of the company, and the Standing Orders of the two Houses of Parliament be in other respects complied with, (2.) That if the Bill be read a second time, and there are any debentures or debenture stock charged on the undertaking of the company, the Bill be not further proceeded with, unless and until Perera ar application has been or be ven to the holders of such debentures or debenture stock, and that such debenture or debenture stock holders be allowed to petition against and be heard in opposition to the Bill, (3.) If the committee on the Bill are. of opinion that notice ought to be given to any persons or class of persons whose interests will be directly affected by the proposed alteration, the committee may direct notice of the Bill to be given to such persons or class of persons, aod may allow such persons or class of Bill—The Lave Times. orsons to be heard in opposition to the

Text read from the printed page and cleaned; old type leaves the occasional error.

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