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31 Oct 2006

Formal Consolidation | 2006 RevEd

Effect of memorandum and articles

39.—(1) Subject to this Act, the memorandum and articles shall when registered bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the memorandum and of the articles.

(2) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company.

As to effect of alterations on members who do not consent

(3) Notwithstanding anything in the memorandum or articles of a company, no member of the company, unless either before or after the alteration is made he agrees in writing to be bound thereby, shall be bound by an alteration made in the memorandum or articles after the date on which he became a member so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made or in any way increases his liability as at that date to contribute to the share capital of or otherwise to pay money to the company.

[UK, 1948, ss. 20, 22; Aust., 1961, s. 33]

Informal Consolidation | Amended Act 36 of 2014

Effect of constitution

39.—(1) Subject to this Act, the constitution of a company shall when registered bind the company and the members thereof to the same extent as if it respectively had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the constitution.

[Act 36 of 2014 wef 03/01/2016]

(2) All money payable by any member to the company under the constitution shall be a debt due from him to the company.

[Act 36 of 2014 wef 03/01/2016]

As to effect of alterations on members who do not consent

(3) Notwithstanding anything in the constitution of a company, no member of the company, unless either before or after the alteration is made he agrees in writing to be bound thereby, shall be bound by an alteration made in the constitution after the date on which he became a member so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made or in any way increases his liability as at that date to contribute to the share capital of or otherwise to pay money to the company.

[Act 36 of 2014 wef 03/01/2016]

[UK, 1948, ss. 20, 22; Aust., 1961, s. 33]

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