(d ) that the secretary of the company, and every other officer or agent of the company having authority to
issue documents or certified copies of documents on behalf of the company, has authority to warrant the
genuineness of the documents or the accuracy of the copies so issued;
(e) that a document has been sealed by the company if it bears what purports to be the seal of the company
attested by what purports to be the signature of a person who, in accordance with paragraph (b), can be
assumed to be a director of the company:
Provided that—
(i) a person shall not be entitled to make such assumptions if he has actual knowledge to the contrary or if
he ought reasonably to know the contrary;
(ii) a person shall not be entitled to assume that any one or more of the directors of the company have been
appointed to act as a committee of the board of directors or that an officer or agent of the company has
the company’s authority merely because the company’s articles provide that the authority to act in the
matter may be delegated to a committee or to an officer or agent.
13 Liability not affected by fraud
A company shall be bound in terms of section twelve, notwithstanding that the officer or agent concerned
acted fraudulently or forged a document purporting to be sealed or signed on behalf of the company.
14 Signing of memorandum
The memorandum shall be printed and shall be signed and dated, in the presence of at least one attesting witness, by each subscriber and opposite every such signature of a subscriber or a witness there shall be written in
legible characters his full name, occupation, and full residential or business address:
Provided that where the subscriber is—
(a ) a company, association, syndicate or other corporate body, a director of the company or the authorised
representative of any other corporate body; or
(b ) a partnership, one of the partners; or
(c) a minor, the guardian;
as the case may be, shall sign the memorandum.
[Proviso inserted by Act 5 of 2006]
15 Restriction on alteration of memorandum
A company may not alter the conditions contained in its memorandum except in the cases and in the mode
and to the extent for which express provision is made in this Act.
16 Alteration of conditions in memorandum which could have been contained in articles and
alteration of objects of company
(1 ) A company may by special resolution —
(a ) subject to section one hundred and ninety-five , alter any condition contained in its memorandum which
could lawfully have been contained in articles of association:
Provided that this paragraph shall not apply where the memorandum itself provides for or prohibits
the alteration of all or any of the said conditions, and shall not authorize any variation or abrogation of
the special rights of any class of members;
(b ) alter its memorandum with respect to the objects of the company:
Provided that, if the name of the company describes the main objects of that company and such
objects are to be altered so that the name of the company would no longer describe its main objects, the
memorandum shall not be so altered unless the name of the company is changed accordingly in terms of
section twenty-five.
(2 ) Notwithstanding subsection (1), if an application is made to the court in accordance with this section for
an alteration in terms of paragraph (a ) or (b ) of subsection (1 ) to be cancelled, the alteration shall not have effect
except in so far as it is confirmed by the court.
(3 ) An application made under this section may be made—
(a ) in respect of an alteration in terms of paragraph (a) or (b ) of subsection (1 ), by the holders of not less in
the aggregate than fifteen per centum in nominal value of the company’s issued share capital or any
class thereof;
(b ) in respect of an alteration in terms of paragraph (b) of subsection (1), by the holders of not less than
fifteen per centum of the company’s debentures entitling the holders to object to alterations of its o bjects:
Provided that an application shall not be made by any person who has consented to or voted in favour of the
alteration.
(4 ) An application under this section shall be made within one month after the date on which the resolution
altering the condition contained in the memorandum or the company’s objects, as the case may be, was passed,
and may be made on behalf of the persons entitled to make the application by such one or more of their number as
they may appoint in writing for the purpose.
Select target paragraph3
Add to table of contents