Companies Act 2014 section 1184

Alteration of objects clause by special resolution

Section 1184 deals with how a Company Limited by Guarantee (CLG) may alter the objects clause in its memorandum of association by special resolution, and the rights of dissenting members or debenture holders to challenge such alterations in court.

• A CLG may abandon, restrict, amend or adopt new objects by special resolution, and such changes carry the same validity as the original memorandum provisions.
• At least 15% of the CLG's members, or holders of at least 15% of debentures carrying objection rights, may apply to court within 21 days to have the alteration cancelled.
• No person who consented to or voted in favour of the alteration may make an application to cancel it.
• The court may cancel or confirm the alteration in whole or in part, and may adjourn proceedings to facilitate a buy-out arrangement for dissenting members' interests.