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CS Executive · Company Law and Practice · Memorandum and Articles of Association and its Alteration

Zephyr Foods Ltd, a public company, wants to change a clause in its articles about the quorum for its general meetings. Subject to the Act and the conditions in its memorandum, what is the minimum resolution needed under Section 14?

A special resolution is required. Section 14(1) lets a company alter its articles by special resolution, subject to the Act and its memorandum. An ordinary resolution or a board decision alone is not enough, and Central Government approval is needed only for converting a public company into a private one.

  1. AOrdinary resolution
  2. BSpecial resolutionCorrect
  3. CUnanimous written consent of all directors only
  4. DOrder of the Central Government in every case

Explanation

Section 14(1) says that, subject to the Act and the memorandum's conditions, a company may alter its articles by a special resolution. An ordinary resolution is not enough. Central Government approval is required only when a public company is converted into a private company.

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