Articles of association
This query is : Resolved
Swati Gupta
(Querist)
21 July 2013
Whether retrospective amendment of Articles of association is possible?
Ajay Mishra
(Expert)
21 July 2013
I did not get your query. Kindly explain..
Swati Gupta
(Querist)
22 July 2013
can articles of association be amended with retrospective effect?Memorandum of association cannot be amended with retrospective effect as per companies Act 1956.my question is what are the provisions regarding retrospective amendment of AOA.
Ajay Mishra
(Expert)
22 July 2013
Hi
No majority of shareholders can, by altering the articles retrospectively, affect, to the prejudice of the non-consenting owners of shares, the right already existing under a contract, nor take away the right already accrued, e.g., after a transfer of shares is lodged, the company cannot have a right of lien so as to defeat the transfer [Mathrubhumi Printing & Publishing Co. Ltd. v Vardhaman Publishers Ltd. (1992) 73 Comp Cas 80 (Ker)].
No majority of shareholders can, by altering the articles retrospectively, affect, to the prejudice of the non-consenting owners of shares, the right already existing under a contract, nor take away the right already accrued, e.g., after a transfer of shares is lodged, the company cannot have a right of lien so as to defeat the transfer [Mathrubhumi Printing & Publishing Co. Ltd. v Vardhaman Publishers Ltd. (1992) 73 Comp Cas 80 (Ker)].
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