Articles of Association of a company constitute the rules guiding the administration of the company. Circumstances may necessitate alteration/amendment of the provisions of the articles. The Amendment of Articles of Association may involve addition, deletion or substitution of entirely new provisions of the articles. Subject to the provisions contained in the company’s Articles of Association, the Articles can be altered by a special resolution of the general meeting.
REASONS FOR AMENDMENT OF ARTICLES OF ASSOCIATION IN CAMEROON
There are many reasons why you may want or need to amend a company’s articles, ranging from internal management requirements to changes in legislation.
- Removal of company shareholders
- Change company name
- Change company registered address
- Appoint of company manager
- Increase company share capital
- Appointment of new company shareholders
- Change of nature of business
STEPS FOR AMENDMENT OF COMPANY ARTICLES OF ASSOCIATION
- Board resolution of the company shareholders proposing the alteration of the company articles.
- Convene a general meeting of shareholders and enclose the board resolution notice.
- The general meeting shall pass a special resolution altering the relevant provisions of the articles of association of the company
- Brief a notary public /corporate attorney to draft the amended documents in accordance to OHADA law.
- Ensure the documents are notarized and stamped at taxation
- File a consolidated revision of the memorandum of association as altered or amended.
- A declaration of alteration shall be issued accordingly.
1. Company board Resolution
2. Amended copy of new company statutes
3. Copy of old company statutes of the Company
The procedure to amend a company articles is technical and strict and as such, it is advisable for the company board to brief the services of a corporate attorney/notary. The company board resolution must be drafted appropriately so the amended articles of associated expressly capture same.
Article by Barr. Mafany Victor Ngando
“The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance”