Section 203Part 12 — Transfer by Way of Continuation
Amendment, etc., of charter documents
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A registrant shall, within ninety days of registration by special resolution passed in accordance w ith this Act , make such amendments, alterations, modifications, variations, deletions and additions (in this section referred to as “changes”), if any, to its charter documents as are necessary to ensure that they comply with the requirements of this Act a s they relate to an exempted company.
Within ninety days of registration, the registrant —
may, instead of passing a special resolution making the changes required by subsection (1); or
shall, whether or not it has passed such a special resolut ion making, or purporting to make, such changes, if the Registrar so directs, apply to the Court for an order approving such changes and the Court, if satisfied that the changes (with such modifications, if any, as it considers appropriate) are necessary t o ensure that the charter documents of the registrant comply with the requirements of this Act , may approve them accordingly and make such consequential orders as it thinks fit. Changes, when so approved, shall take effect as if they formed part of the cha rter documents.
A copy of the special resolution passed under subsection (1) or of the order of the Court made under subsection (2) shall be filed with and registered by the Registrar whose certificate of registration thereof shall be conclusive eviden ce that the charter documents comply with the requirements of this Act .
After registration of the registrant and until such time as the charter documents of the registrant are changed to comply with the requirements of this Act or to the extent they ca nnot be changed so to comply, this Act shall prevail.
The provisions of the charter documents of a registrant which would, if the company had been incorporated under this Act , have been required by this Act to be included in its memorandum of associati on shall be deemed to be the registered memorandum of association of the company and the provisions of the charter documents that do not by virtue of the foregoing constitute the registered memorandum of association shall be deemed to be the registered art icles of association of the company, and the company and its members shall be bound thereby accordingly.