Companies Act 2014 section 1241

Alteration of objects clause by special resolution

Section 1241 sets out the rules under which an unlimited company may alter its objects clause by special resolution, including the rights of minority shareholders and debenture holders to challenge such alterations in court.

• An unlimited company may abandon, restrict, amend or add to its objects by passing a special resolution, and any such change is treated as if it had been in the memorandum from the outset.
• Holders of at least 15% of the issued share capital (or any class), at least 15% of the company's members, or at least 15% of qualifying debenture holders may apply to court within 21 days to have the alteration cancelled.
• No person who voted in favour of or consented to the alteration is entitled to make such an application to the court.
• The court may cancel or confirm the alteration in whole or in part, and may order the company to purchase the shares of dissenting members and reduce its capital accordingly, even where section 102 would otherwise restrict such a purchase.