Articles of association ‑ Alteration of ‑ Whether adoption of a new set of articles should form part of special resolution - Companies Law - Letter No. 8/32(31)/ 63‑PR,

Circular : Letter No. 8/32(31)/ 63 ‑ PR, dated 23 ‑ 10 ‑ 1963. Subject:- Articles of association ‑ Alteration of ‑ Whether adoption of a new set of articles should form part of special resolution A company can never replace its articles; it is only the regulations contained therein which may be changed. Accordingly, the concerned company can adopt an entirely new set of regulations in place of those now contained in its existing articles by passing a special resolution to that effect in accordance with the provisions of section 31 of the Companies Act. The new set of regulations proposed to be adopted should form a part of the special resolution and the explanatory statement to be annexed to the notice of the general meeting under section 173(2) should set out all material facts concerning the proposed alterations in the existing articles.