Companies Act 2014 section 1013

Alteration of objects clause by special resolution

Section 1013 sets out the procedure by which a public limited company (PLC) may alter the objects clause in its memorandum of association by special resolution, and the rights of dissenting shareholders and debenture holders to apply to court to have such an alteration cancelled.

• A PLC may, by special resolution, abandon, restrict, amend or adopt new objects in its memorandum of association, and any such change is treated as if it had been there from the outset
• Holders of at least 15% of the PLC's issued share capital (or any class of it), or at least 15% of its debentures carrying a right to object, may apply to court within 21 days to have the alteration cancelled — provided they did not vote for or consent to it
• The court may cancel or confirm the alteration in whole or in part, on whatever terms it considers appropriate, and may adjourn proceedings to allow arrangements for the purchase of dissenting members' interests
• The court may also order the PLC to purchase the shares of dissenting members and reduce the company's capital accordingly, even if this would otherwise conflict with the restrictions in section 102 on a company acquiring its own shares