Part 4 — Alteration of Constitution Division 1 Memorandum of Association
38 Reorganization of Share Capital Powers of company to reorganize share capital
(a) may, by special resolution, modify the provisions containe d
in its memorandum so as to reorganize its share capital in
any way, and without prejudice to the generality of the
foregoing power may modify or alter its memorandum so as
to
(i) consolidate shares o f different classes,
(ii) divide its shares into s hares of different classes,
(iii) vary the rights attached to any class of shares,
(iv) subject to section 81, convert shares of a fixed amount
into shares without nominal or par value, or
RSA 2000
(v) convert shares without nominal or par value into shares
of a fixed amount,
but no preference or special privilege attached to or
belonging to any class of shares shall be interfered with
except by a resolution passed by a majority in number of
shareholders of that class and holding 75% of the share
capital of that class, and every resolution so passed binds all
shareholders of the class, and
(b) may, by special resolution, alter its memorandum so as to
reduce its share capital in any way, and without prejudice to
the generality of the foregoing power may modify or alter
its memorandum so as to
(i) extinguish or reduce the liability on any of its shares in
respect of share capital not paid up,
(ii) either with or w ithout extinguishing or reducing liability
on any of its shares, cancel any paid-up share capital that
is lost or unrepresented by available assets, or
(iii) either with or w ithout extinguishing or reducing liability
on any of its shares, pay off any paid-up share capital
that is in excess of the wants of the company.
(2) Repealed 2020 c25 s2(24).
(3) The Registrar shall issue a certificate showing the alteration
effected by the resolution.
RSA 2000 cC-21 s38;2020 c25 s2(24)