Companies Act 2014 section 1188

Power to alter provisions in memorandum which could have been contained in articles

Section 1188 deals with the power of a company limited by guarantee (CLG) to alter provisions in its memorandum of association that could lawfully have been included in its articles of association instead.

• A CLG may alter memorandum provisions that could have been in the articles, but only by special resolution
• If a court application is made to cancel the alteration, the change has no effect unless confirmed by the court
• This power does not apply where the memorandum itself provides for or prohibits such alterations, and it cannot be used to vary or remove the special rights of any class of members
• The procedural safeguards from sections 1184 and 1185, which govern alteration of the objects clause, also apply to alterations made under this section