Section 18Part 4 — The Operation and Management of Foundation Companies
Constitutional obsolescence etc.
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This section applies if —
a foundation company ’ s objects or the provisions o f its constitution about the disposal of its surplus assets on winding - up (“surplus asset disposal”) become wholly or partly as follows (the “difficulty”) —
impossible or impracticable;
unlawful; or
obsolete in that, because of changed circumstances, they fail to achieve the foundation company ’ s general intent; and
either —
there is no power under the constitution to resolve the difficulty by altering the constitution or otherwise; or
such a power exists but has not been exe rcised.
Any of the following may apply to the Court for it to resolve the difficulty —
the foundation company;
subject to any contrary provision in the constitution, its secretary;
an interested person;
a person authorised under the constitution; or
the foundation company ’ s liquidator.
The Court may decide the application by —
altering the constitution in any way it considers appropriate to resolve the difficulty in accordance with the general intent of the foundation comp any; or
if the Court considers the difficulty cannot be so resolved or that the general intent cannot be sufficiently found from admissible evidence as a matter of probability, making a winding - up order for the foundation company. Section 19 Foundation Companies Act (2025 Revision)
If the Court make s a winding - up order, it shall give the liquidator directions about surplus asset disposal in the way it considers will best help to achieve any general intent found.
If the Court considers that there is no better type of disposition for any general in tent found or if no general intent was found, the surplus asset disposal is to be treated as a disposition for charitable purposes.