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].