Amending the M&A

The M&A may be amended by a Special Resolution of the shareholders. A limited liability company may amend its M&A several times and at any time (LOCE Article 235) by a Special Resolution.

Written notice of a general meeting of the shareholders to amend the articles must be given at least twenty (20) days before the meeting to the shareholders entitled to vote on the amendment. A copy of the text of the proposed amendment shall be enclosed with the notice of the meeting (LOCE Articles 236 & 237).
Amendments to the M&A may change the company’s name, objectives, or details shares or shareholding, dividends payable, company’s duration, registered office, etc.

All documents relating to the amendment of the M&A shall be filed with the Director of Companies no later than 15 days after the special resolution was approved. The Director of Companies shall issue a certificate of amendment that fixes the dated thereof (LOCE Article 239 & 240).
The Article 238 of the Law on Commercial Enterprises states the nature of M&A amendments as follows:
(a) Change the company’s name;

(b) Increase, decrease or change the purposes, objectives, or undertakings of the company;

(c) Redistribute the number of shares in class with the changing of absolute and relative characteristics of any class of shares;

(d) Change the dividend payable on any class of shares;

(e) Increase its capital by creation new class of shares with its absolute and relative characteristics is superior or inferior the existing class of shares;

(f) Decrease its stated capital by reduce the par value of any class or series of shares or the authorized shares.

The stated capital may not be reduced to less than one half (1/2) of its capital provided for in the M&A. No reduction of capital shall occur until ninety days after the amendment has been filed with the Ministry of Commerce. If during that time there has been any objection by any creditor, whose debt is not disputed by the company, the creditor shall be paid in full before the reduction can take effect;

(g) Change the duration of the existence of the company;

(h) Change the Registered Office;

(i) Change the quorum; and

(j) Add any provision, which is authorized by this law to be included in the M&A.

About Daniel Noonan

I am American lawyer working as a business consultant in the developing economies of Southeast Asia (Cambodia, Laos, Myanmar) since 2007.

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