Section 44: Adoption, alteration and revocation of constitution

44. Adoption, alteration and revocation of constitution (1) The shareholders or members of a company may, where the company does not have a constitution, by special resolution, adopt a constitution for the company. (2) Subject to subsection (3) and sections 67, 80 and 114, the shareholders of a company may, by special resolution, alter or revoke the constitution of the company. (3) An existing company which has, under section 42 (1) (c) retained its memorandum of association and articles of association as its constitution, shall not alter any of the provisions in its existing memorandum of association or articles of association unless it replaces its memorandum of association and its articles of association by a single document into which it consolidates its constitution. (4) The company may apply to the Registrar for dispensation from the requirement of subsection (3) and where the Registrar is satisfied that undue hardship would be caused to the company by requiring compliance with subsection (3) and that it is necessary that the alteration be made promptly, the Registrar may grant the dispensation on such terms and conditions as the Registrar thinks fit. (5) Within 14 days of the adoption of a constitution by a company, or the alteration or revocation of the constitution of a company, as the case may be, the Board shall cause a notice, in a form approved by the Registrar, to be delivered to the Registrar for registration. C35 – 41 [Issue 3] Companies Act