question archive J Ltd

J Ltd

Subject:LawPrice: Bought3

J Ltd. passed two special resolutions to alter its articles of association at a recent general meeting. The first amendment increased the notice period for calling a general meeting from 14 days to 28 days. The second amendment requires the company not to pay out more than 10% of the profits made in a financial year as dividends. The board explained that the first amendment could 'give more time to shareholders to prepare for the general meeting' and that the second amendment could 'strengthen the company's financial prudence.' Ada, who is not a director, was the only shareholder who voted against the two amendments (all the other shareholders are directors).

 

Advise Ada whether she can challenge those two amendments under the Companies Ordinance or under common law.

 

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