372 
SECRETARIAL PRACTICE 
(2) The memorandum of a company limited by shares or by 
guarantee must also state that the liability of its members is limited. 
(3) The memorandum of a company limited by guarantee 
must also state that each member undertakes to contribute to the 
assets of the company in the event of its being wound up while he 
is a member, or within one year after he ceases to be a member, for 
payment of the debts and liabilities of the company contracted 
before he ceases to be a member, and of the costs, charges, and 
expenses of winding up, and for adjustment of the rights of the 
contributories among themselves, such amount as may be required, 
not exceeding a specified amount. 
(4) In the case of a company having a share capital— 
(@) The memorandum must also, unless the company is an 
unlimited company, state the amount of share capital with 
which the company proposes to be registered and the 
division thereof into shares of a fixed amount; 
No subscriber of the memorandum may take less than one 
share; 
Each subscriber must write opposite to his name the number 
of shares he takes. 
Stamp and 
signature of 
memorandum. 
Restriction on 
alteration of 
memorandum. 
3. The memorandum must bear the same stamp as if it were 
a deed, and must be signed by each subscriber in the presence of at 
least one witness who must attest the signature, and that attestation 
shall be sufficient in Scotland as well as in England. 
4. A company may not alter the conditions contained in its 
memorandum except in the cases, in the mode and to the extent 
for which express provision is made in this Act. 
Mode in which S«—(I) Subject to the provisions of ‘this section a company 
and extent $ , may, by special resolution, alter the provisions of its memorandum 
company may be With respect to the objects of the company, so far as may be required 
altered. to enable 1t— 
(@) to carry on its business more economically or more 
efficiently; or 
to attain its main purpose by new or improved means; or 
co enlarge or change the local area of its operations; or 
to carry on some business which under existing circum- 
stances may conveniently or advantageously be combined 
with the business of the company; or 
to restrict or abandon any of the objects specified in the 
memorandum; or 
(f) to sell or dispose of the whole or any part of the undertaking 
of the company; or 
fg) to amalgamate with any other company or body of persons. 
(2, The alteration shall not take effect until, and except in 
so far as, it is confirmed on petition by the court. 
Before confirming the alteration the court must be satisfied— 
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