Consolida- 
tion. 
L& 
SECRETARIAL PRACTICE 
can now only be exercised by the company in general meeting 
[s. 50 (2)]. The articles may require a special or extraordinary 
resolution; otherwise an ordinary resolution is all that is 
necessary. A specimen form of resolution will be found in 
chapter XIV. Every copy of the memorandum of association 
issued after the date of the alteration must be altered 
accordingly. 
Notice of any increase in the capital beyond the registered 
capital together with a printed copy of the resolution author- 
ising the increase must be sent to the Registrar within fifteen 
days from the date of the passing of the resolution by which 
such increase has been authorised (s. 52). The notice must 
include the prescribed particulars (see Form No. 10 in the 
Companies (Forms) Order, 1929) of the classes of shares 
effected by the increase. The appropriate fees must be paid 
on the additional capital (Tenth Schedule attached to Com- 
panies Act, 1929), and ad valorem duty must be paid under 
the Stamp Act, 1891 (s. 112), and the amending acts. See 
Appendix A. 
Preference shares may be issued by way of increase of 
capital unless forbidden by the memorandum [Andrews v. 
Gas Meter Co. (1897), 1 Ch. 361] and such preference shares 
may be made redeemable under s. 46 (see further p. 39). 
The rights attached to the shares in the increased capital 
must not prejudice any rights unalterably attached by the 
memorandum to the different classes of shares into which 
the original capital of the company is divided [Ashbury v. 
Watson (1885), 30 Ch. D. 376]. The memoranda, however, 
of most modern companies give powers which permit modi- 
fication of the rights attached to the shares in the initial 
capital with the sanction of class meetings. 
As to consolidation, a company may, if authorised by its 
articles, consolidate and divide all or any of its share capital 
into shares of larger amount than its existing shares. The 
power must now be exercised by the company in general 
meeting [s. 50 (2)]. If the regulations of the company do 
not authorise consolidation, a special resolution is necessary, 
but two special resolutions, one to alter the articles and the 
other to authorise the consolidation, need not be passed; 
one will suffice [Campbell's Case (1873), 9 Ch. App. 1]. Notice 
of the consolidation must be given to the Registrar (s. 51) 
within one month. Consolidation of shares, followed by 
subdivision of the same shares, may be effected by one and 
the same resolution [North Cheshire Brewery Co. (1920), 
W. N. 149].