Western Australian Consolidated Acts Western Australian Consolidated Acts (1) Subject to the
provisions of this section, a company may by special resolution alter the
provisions of its memorandum or deed of settlement with respect to the objects
of the company, so far as may be required, for all or any of the purposes
hereinafter specified, or alter the form of its constitution by substituting a
memorandum and articles of association for a deed of settlement, either with
or without any alteration as aforesaid with respect to the objects of the
company.
(2) The purposes for
which the alteration of the memorandum or deed of settlement may be made with
respect to the objects of the company are to enable it —
(a) to
carry on its business more economically or more efficiently; or
(b) to
attain its main purpose by new or improved means; or
(c) to
enlarge or change the local area of its operations; or
(d) to
carry on some business which under existing circumstances may conveniently or
advantageously be combined with the business of the company; or
(e) to
restrict or abandon any of the objects specified in the memorandum or deed of
settlement; or
(f) to
sell or dispose of the whole or any part of the undertaking of the company; or
(g) to
amalgamate with any other company.
(3) The alteration
shall not take effect until and except in so far as it is confirmed on
petition by the Court.
(4) Before confirming
the alteration the Court must be satisfied —
(a) that
the alteration is desired for all or some or one of the purposes in this
section mentioned;
(b) that
sufficient notice has been given to every holder of debentures of the company
and to any persons or class of persons whose interests will in the opinion of
the Court be affected by the alteration; and
(c) that
with respect to every creditor who in the opinion of the Court is entitled to
object, and who signifies his objection in the manner directed by the Court,
either his consent to the alteration has been obtained or his debt or claim
has been discharged, or has determined or has been secured to the satisfaction
of the Court.
Provided that the
Court may, in the case of any person or class of persons, for special reasons
dispense with the notice required by this section.
(5) The Court may make
an order confirming the alteration, either wholly or in part, and on such
terms and conditions as it thinks fit, and may make such order as to costs as
it thinks proper.
(6) The Court shall,
in exercising its discretion under this section, have regard to the rights and
interests of the members of the company or to any class of them, as well as to
the rights and interests of the creditors, and may, if it thinks fit, adjourn
the proceedings in order that an arrangement may be made to the satisfaction
of the Court for the purchase of the interests of dissentient members; and the
Court may give such directions and make such orders as it may think expedient
for facilitating or carrying into effect any such arrangement.
Provided that no part
of the capital of the company may be expended in any such purchase.
(7)(a) An office copy
of the order confirming any alteration under this section, together with a
printed or typewritten copy of the memorandum or deed of settlement so
altered, or together with a copy of the substituted memorandum and articles of
association, as the case may be, shall be delivered by the company to the
Registrar within 28 days from the date of the order.
(b) The
Registrar shall register the same, and shall certify under his hand the
registration thereof.
(c) The
certificate of the Registrar shall be conclusive evidence that all the
requirements of this Act, with respect to such alteration and the confirmation
thereof, have been complied with, and that the alteration and confirmation are
valid, and thenceforth the memorandum or deed of settlement so altered shall
be the memorandum or deed of settlement of the company or, as the case may be,
such substituted memorandum and articles of association shall apply to the
company as if it were a company registered under Part II with such memorandum
and articles, and the company’s deed of settlement shall cease to apply
to the company.
(d) The
Court may at any time extend the time for the filing of documents with the
Registrar under this section for such period as the Court may think proper.
(8) If a company makes
default in filing with the Registrar any document required by this section to
be filed with him, the company and every officer of the company who is in
default shall be liable to a penalty not exceeding $20 for every day during
which such company and such officer is in default.
[Section 18 amended by No. 113 of 1965
s. 8(1).]