The effect of alterations to articles of association on a contract between the company and an individual

Abstract

The primary purpose of this paper is to examine in detail the effects that alterations to articles of association have on the contractual relationship that exists between a company and an individual and to evaluate the principles that the courts have developed when giving effect to the successive Companies Acts. Although the power that companies are given by the Companies Act 1955 section 24 to alter its articles by special resolution subject to the provisions of the Act and subject to any conditions in the memorandum of association will be examined, special emphasis will be placed on other conditions that might further limit this power of alteration. Certain activities of a company, such as the reduction of capital and schemes of arrangement, may require one or more special resolutions altering the articles of association, therefore, these areas have been treated separately.