ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART III - CONSTITUTION OF COMPANIES

DIVISION 2 - POWERS

Section 21. General provisions as to alteration of memorandum.

(1) The memorandum of a company may be altered to the extent and in the manner provided by this Act but not otherwise. (1A) Notwithstanding subsection (1) and subject to section 33 and section 181, if a provision of the memorandum of a company could lawfully have been contained in the articles of the company, the company may, by special resolution, alter the memorandum— (a) by altering; or (b) by deleting, the provision, unless the memorandum itself prohibits the alteration or deletion of that provision. (1B) Nothing in subsection (1A) permits the alteration or deletion of a provision of the memorandum that relates to rights to which only members included in a particular class of members are entitled. (2) In addition to observing and subject to any other provision of this Act requiring the lodging with the Registrar of any resolution of a company or order of the Court or other document affecting the memorandum of a company, the company shall within fourteen days after the passing of any such resolution or the making of any such order lodge with the Registrar a copy of the resolution or other document or an office copy of the order together with (unless the Registrar dispenses therewith) a printed copy of the memorandum as altered, and if default is made in complying with this subsection the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: One thousand ringgit. Default penalty. (3) The Registrar shall register every resolution, order or other document lodged with him under this Act that affects the memorandum of a company and, where an order is so registered shall certify the registration of that order. (4) The certificate of the Registrar shall be conclusive evidence that all the requirements of this Act with respect to the alteration and any confirmation thereof have been complied with. (5) Notice of the registration shall be published in such manner, if any, as the Court or the Registrar directs. (6) The Registrar shall, where appropriate, issue a certificate of incorporation in accordance with the alteration made to the memorandum.