ALTERATION OF MEMORANDUM AND ARTICLES OF

ASSOCIATION MEMORANDUM A Company may alter the conditions (or

provisions) of its memorandum only to the extent and in the manner in which it is expressly provided for in the Act: S. 44(1) CAMA

The provisions are as contained in S. 27 of the Act.

S. 45 spells out the guide on alteration viz:• Alteration of name S. 31• Alteration of business or object clause S. 46• Alteration of share capital S. 100-111

ALTERATION OF NAME

The name of a company may be altered with the consent of the Commission in accordance with S. 31 of the Act.

Alteration may arise in three instances Where a company Has been inadvertently or otherwise

registered with a name which is similar to or conflict with that of an existing company S. 31(1) CAMA – NIGER CHEMISTS V NIGERIA CHEMIST LIMITED

ALTERATION OF NAME

• Where the name of a company conflicts with an existing trade mark or business name S. 31(4)

Where the company on its own choose to change the name by which it is registered. The company may effect a change of name by passing a special resolution and obtaining the written approval of the Commission to that effect.

PROCEDURE FOR CHANGE OF NAME

• The directors meet and pass a resolution authorising the change of name

• The company conducts an availability and reservation of name

• A meeting of the company (either general or extra ordinary) is convened and by a special resolution, authorise the change of name

• The approval of the Commission is obtained by delivering the following documents

ALTERATION OF NAME CONT’D

• Availability and reservation of new name• Application to the Commission for consent to change of

name signed by a Director and Secretary• Notice of special resolution• Stamped memart altered to reflect the change of name• Original certificate of incorporation• Payment of filing fees and up to date annual returnsWhen registered the new certificate discloses both the old

and new nameNote that the change of name does not affect the existing

rights and obligation of the company S.31(6)

STEPS TO BE TAKEN AFTER CHANGE OF NAME

Necessary amendment must be made on the common seal, share certificates, letter heads, name plates to reflect the change of name

The memarts to be issued after the change of name must reflect the change of name

Advertisement of the change of name in a daily newspaper circulating nationwide

The change shall be published by the Commission in the Gazettee

ALTERATION OF BUSINESS OR OBJECT

A company may alter its business or objects by passing a special resolution at a meeting of the company in which notice has been given to all members of the Company – S. 46(1) CAMA. Members here include any person financially interested in the company S. 46(11)

PROCEDURE FOR ALTERING BUSINESS OR OBJECTS

The company passes a special resolution at a meeting in which notice has been given to all members of the company

Application may be made to court within 28 days to have the resolution for the alteration cancelled. In that case, the resolution will have no effect except it is confirmed by the court. The application may be made by

PROCEDURE FOR ALTERING OBJECTS

(a) Holders of 15% in nominal value of the company’s issued capital or any class thereof or if the company is not limited by shares not less than 15% of the company’s members

(b) Holders of not less than 15% of the company’s debentures secured by floating charge

PROCEDURE FOR ALTERING OBJECTS

• Note however that members who consented to or voted in favour of the special resolution will not be allowed to apply for cancellation

ALTERATION OF OBJECTS

3. Once the application is made, the company must notify the Commission of the pending application S. 46(7)(a)

ALTERATION OF OBJECTS

4. Within 15 days of the order of court, the company must deliver to the Commission

(a) a certified true copy of the order of refusal to confirm resolution

(b) a certified true copy of the order together with a printed copy of the memart as altered in case of confirmation of the order S. 46(7)(a)(i) & (ii)

ALTERATION OF OBJECTS

5. Where no application is made to court, the company will deliver to the Commission a copy of the special resolution within 15 days from the end of 28 days allowed for application for cancellation S. 46(7)(b)

ALTERATION OF OBJECTS

• If the Commission is satisfied with the resolution, the a printed copy of the memorandum as altered will be delivered to it by the Company S. 46(7)(b)(i)

• If the Commission is not satisfied, the company will be notified in writing and the company has 21 days from the date of receipt of the notice to appeal against the decision of the CAC S.46(7)(b)(ii)

EXTENSION OF TIME TO DELIVER DOC.

• If the company fails for any reason to serve the notice required by S. 46(7)(a) within the stipulated time, it may apply to court for an extension of time to deliver the document or notices referred to in S. 46. See. S. 46(8)