Companies Act 2014 section 978

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

Section 978 deals with the power of a Designated Activity Company (DAC) to alter provisions in its memorandum of association that could lawfully have been included in its articles of association instead.

• A DAC may amend provisions in its memorandum that could have been placed in the articles instead, by passing a special resolution
• If a court application is made to cancel the alteration, the change only takes effect to the extent the court confirms it
• This power does not apply where the memorandum itself already provides for or prohibits the alteration of such provisions, and it cannot be used to vary or remove the special rights of any class of members
• The procedural safeguards relating to alteration of objects (from sections 974 and 975) also apply to alterations and court applications made under this section