ALTERATION OF OBJECTS

The provisions for objection recognise that certain members may have carefully considered the objects for which the company was incorporated before deciding to invest.

If the company wishes to change its activity to the extent that new objects are required, this could alter the basis on which investments were made and aggrieved members are therefore given the opportunity to express dissent.
Application to the High Court for the annulment of the alteration of a companys objects is required to be made within 28 days after the special resolution, which alters the companys objects, is passed. When an application is made the alteration will not have effect unless confirmed by the Court.

ALTERATION OF OBJECTS
A company which has passed a special resolution altering its objects is required to deliver the following documents to the Registrar:
If no annulment application was made a certified copy of the companys altered memorandum must be delivered within 15 days after the expiry of the 28-day time limit for making an annulment application (sec. 8(7)(a)). If an annulment application was made the company must notify the Registrar and deliver to him an office copy of the Courts order. This must be delivered within 15 days of the date on which the order was made. If the Court order confirms the altered memorandum a certified copy of the altered memorandum must also be delivered (sec. 8(7)(b)).

COPIES OF ALTERED MEMORANDUM

Members of a company are entitled to request copies of the companys memorandum and articles. These are required to embody all alterations made to the memorandum that are in force at the time they are sent (sec. 27).

ALTERATION OF ARTICLES
Subject to any conditions contained in the memorandum, and restrictions imposed by the Companies Ordinance, a company may alter or add to its articles by way of special resolution (sec. 13).
Section 13(1A) provides that no alteration is permitted if it would be inconsistent with any special rights attached to a class of shares in the company. The statutory power to alter or add to articles cannot be restricted by any provision in the companys articles (Russell v. Northern Bank Development Corp. Ltd. (1992) BCLC 1016).

ALTERATION OF ARTICLES
The case of Allen v. Gold Reefs of West Africa (1900) 1 Ch. 656 laid down the principle that the statutory power of a company to alter its articles must be exercised bona fide for the benefit of a company as a whole. In the Allen case an alteration to the articles was clearly detrimental to a single member but beneficial for the company: allowing it to recover moneys due to it. The alteration was upheld because it had been made bona fide for that beneficial purpose. Note, however, that the Allen case and other cases which have followed the bona fide for the benefit of the company as a whole approach were decided some years before the introduction of statutory provisions giving minority shareholders the right to petition the court for relief on the ground of oppression or unfairly prejudicial conduct. Section 168A of the Companies Ordinance permits any member of a company who complains that the affairs of the company are being conducted in a manner unfairly prejudicial to the interests of some part of the members, including himself alone, may make an application to the court for an order to: restrain the commission of such act or the continuation of such conduct; regulate the conduct of the companys affairs in future;

require the purchase of the members shares by other members or by the company.