Comparison View

Formal Consolidation |  2006 RevEd
General provisions as to alteration of memorandum
26.—(1)  Unless otherwise provided in this Act, the memorandum of a company may be altered by special resolution.
[5/2004]
(1A)  Subsection (1) is subject to section 26A and to any provision included in the memorandum of a company in accordance with that section.
[5/2004]
(1B)  Notwithstanding subsection (1), a provision contained in the memorandum of a company immediately before 1st April 2004 and which could not be altered under the provisions of this Act in force immediately before that date, may be altered only if all the members of the company agree.
[5/2004]
(2)  In addition to observing and subject to any other provision of this Act requiring the lodging with the Registrar of any resolution of a company or order of the Court or other document affecting the memorandum of a company, the company shall within 14 days after the passing of any such resolution or the making of any such order lodge with the Registrar a copy of such resolution or other document or a copy of such order together with (unless the Registrar dispenses therewith) a copy of the memorandum as altered, and if default is made in complying with this subsection the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[12/2002]
(3)  The Registrar shall register every resolution, order or other document lodged with him under this Act that affects the memorandum of a company and, where an order is so registered, shall issue to the company a notice of the registration of that order.
[12/2002]
(4)  [Act 12 of 2002]
(5)  Notice of the registration shall be published in such manner, if any, as the Court or the Registrar directs.
(6)  The Registrar shall, where appropriate, issue a notice of incorporation in accordance with the alteration made to the memorandum.
[12/2002]
(7)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation in accordance with the alteration made to the memorandum.
[12/2002]
[Aust., 1961, s. 21; UK, Bill, 2002, Clause 20]
Informal Consolidation | Amended Act 36 of 2014
General provisions as to alteration of constitution
26.—(1)  Unless otherwise provided in this Act, the constitution of a company may be altered or added to by special resolution.
[Act 36 of 2014 wef 03/01/2016]
(1AA)  Any alteration or addition made to the constitution under subsection (1) shall, subject to this Act, be deemed to form part of the original constitution on and from the date of the special resolution or such later date as is specified in the resolution.
[Act 36 of 2014 wef 03/01/2016]
(1AB)  A special resolution adopting the whole or any part of the model constitution prescribed under section 36 for the description to which the company belongs may do so by reference to the title of the model constitution, or to the numbers of the particular regulations of the model constitution and need not set out the text of the whole or part of the model constitution to be adopted.
[Act 36 of 2014 wef 03/01/2016]
(1A)  Subsection (1) is subject to section 26A and to any provision included in the constitution of a company in accordance with that section.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]
(1B)  Notwithstanding subsection (1), a provision contained in the constitution of a company immediately before 1st April 2004 and which could not be altered under the provisions of this Act in force immediately before that date, may be altered only if all the members of the company agree.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]
(2)  In addition to observing and subject to any other provision of this Act requiring the lodging with the Registrar of any resolution of a company or order of the Court or other document affecting the constitution of a company, the company shall within 14 days after the passing of any such resolution or the making of any such order lodge with the Registrar a copy of such resolution or other document or a copy of such order together with (unless the Registrar dispenses therewith) a copy of the constitution as adopted or altered, as the case may be.
[Act 36 of 2014 wef 03/01/2016]
(2A)  If default is made in complying with subsection (2), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[Act 36 of 2014 wef 03/01/2016]
(3)  The Registrar shall register every resolution, order or other document lodged with him under this Act that affects the constitution of a company and, where an order is so registered, shall issue to the company a notice of the registration of that order.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
(4)  [Deleted by Act 12 of 2002]
(5)  Notice of the registration shall be published in such manner, if any, as the Court or the Registrar directs.
(6)  The Registrar shall, where appropriate, issue a notice of incorporation in accordance with the alteration made to the constitution.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
(7)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate confirming the incorporation in accordance with the alteration made to the constitution.
[Act 36 of 2014 wef 03/01/2016]