Companies Act 2014 section 1245

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

Section 1245 deals with the power of an unlimited company to alter provisions in its memorandum of association that could lawfully have been included in the articles of association instead.

• An unlimited company may alter memorandum provisions (that could have been in the articles) by passing a special resolution, subject to certain safeguards under the Act.
• If a court application is made to cancel the alteration, the change only takes effect if confirmed by the court.
• This power does not apply where the memorandum itself already 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 and supplementary rules from sections 1241 and 1242 (with certain exclusions) apply to alterations and court applications made under this section.