Macfarlane, Strang, & Co., Ltd Petitioners [1914] ScotLR 113 (03 December 1914)

Macfarlane, Strang, & Co., Ltd Petitioners [1914] ScotLR 113 (03 December 1914)

Alterations to the memorandum of association are permissible if they are within the statutory framework and the company's existing objects. The Court confirmed the alterations except for sub-head (18), which was refused, and imposed modifications to ensure compliance with statutory limits.

Citation
[1914] ScotLR 113
Parties
Petitioner: Macfarlane, Strang, & Company, Limited
Jurisdiction
Scotland
Judgment Date
03 December 1914
Procedural Posture
Petition for Confirmation of Alteration of Memorandum of Association / Final Judgment by Inner House, First Division
Outcome
Petition partially granted
Legal Topics
Alteration of Memorandum of Association, Company Objects, Amalgamation, Companies (consolidation) Act 1908
Company Law Alteration of Memorandum of Association Company Objects Amalgamation Companies (consolidation) Act 1908

Case Brief

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Parties

Macfarlane, Strang, & Company, Limited

Petitioner

Procedural Posture

Petition for Confirmation of Alteration of Memorandum of Association / Final Judgment by Inner House, First Division

Legal Issues

  1. 1 Whether the proposed alterations to the memorandum of association are permissible under Companies (Consolidation) Act 1908, sec. 9(1)
  2. 2 Whether the specific powers sought (amalgamation, promotion, guarantee, sale) are within the company's objects and lawful

Ratio Decidendi

Alterations to the memorandum of association are permissible if they are within the statutory framework and the company's existing objects. The Court confirmed the alterations except for sub-head (18), which was refused, and imposed modifications to ensure compliance with statutory limits.

Court Disposition

Petition partially granted

Orders

  • Refuse confirmation of sub-head 18 of the alteration of clause III of the memorandum of association
  • Confirm the remaining alterations subject to modifications, particularly to sub-head 12