Companies Act 2063

Chapter 3  Memorandum of Association, Articles of Association and prospectus

Section 21 : Amendment to memorandum of association and articles of association
1) The general meeting of a company may, subject to Section 6, amend the memorandum of association or articles of association, by adopting a special resolution to that effect.
2) The company shall give information of any amendment made to the memorandum of association or articles of association pursuant to Sub-section (12)to the Office within thirty days; and the Office shall record the same and give information thereof to the concerned company, within seven days after the receipt of such information.
3) Notwithstanding anything contained in Sub-section(2),if any company has to amend its name, it shall adopt a special resolution to that effect at its general meeting and make an application, accompanied by the fees as prescribed, for prior approval of the Office: and if the Office gives approval to amend the names as per the application so received, the name of that company shall be amended.
4) If a shareholder of a public company who is not satisfied with an amendment made to the objectives of the company may ,on fulfilling the following requirements, file a petition, setting out the reasons therefore, in the court to have that amendment declared null and void:
a) A shareholder or shareholders holding at least five percent shares of the paid-up capital of the company, except the shareholders who consent to or vote for the amendment or alteration, has to make a petition,
b) A petition has to be filed within twenty one days after the adoption of the resolution to amend the objectives of the company,
c) Where any one is to file a petition on behalf of one or more than one shareholder entitled to make petition, the petition has to be filed by a person who is authorised in writing for that purpose.
5) Unless and until the court is satisfied that the information about the contents, date, time and venue of a petition made under Sub-section (4) has also been given to the company, the petition shall not be heard.
Provided, however, that if it appears from the documents submitted to the court that the concerned company has refused to acknowledge the notice, nothing shall prevent the court from hearing the petition.
6) Where a petition is filed in the court pursuant to Sub-section( 4), the amendment made to the objectives of the company shall not be effective pending the final decision or order by the court in that matter.
7) On a petition as referred to in sub- section (4) , the court may issue an appropriate order, specifying the following terms and conditions:
a) Declaring the amendment made to the objectives of the company to be fully or partly valid or void,
b) Requiring the company to subscribe for a reasonable value, the shares and other rights held by the shareholders making a petition under Subsection( 4),upon being disagreed with the making os alteration in the main objectives of the company,
c) The shares have to be subscribed under Clause (b) from the moneys as referred to in Sub-section(2) of Section 61; and in the case of a company which has no such moneys, issuing an order to decrease the capital of the company as if the share capital were decreased to the extent of such subscription by adopting a special resolution by the company; and where such order is issued, the company shall amend its memorandum of association and articles of association, subject to the provisions of this Act.
8) Notwithstanding anything contained elsewhere in this Act, where an order is issued by the court to fully or partly void the decision made by the company to amend its objectives, the company shall not be entitled to amend its memorandum of association or articles of association in that matter without permission of the court or in a manner contrary to the order of the court.
9) Where the memorandum of association or articles of association of a company is altered by an order of the court or the amendment made by the company is fully or partly endorsed by the court, such alteration or endorsement shall be enforced as if such alteration or endorsement were made by the general meeting of the company on its own.