Section 45 — Provision as to companies limited by guarantee

(1) A company
limited by guarantee may have share capital.
(2) In the case of a company limited by guarantee and not having a share
capital, every provision in the memorandum or articles or in any resolution of the
company purporting to give any person a right to participate in the divisible profits
of the company otherwise than as a member shall be void.
(3) For the purpose of the provisions of this Act relating to the
memorandum of a company limited by guarantee and of sub -section (2), every
provision in the memorandum or articles, or in any resolution, of a company limited
by guarantee purporting to divide the undertaking of the company into shares or
interests shall be treated as a provision for a share capital, notwithstanding that the
nominal amount or number of the shares or interests is not mentioned thereby.
CONVERSION OF A COMPANY OF ANY CLASS INTO A COMPANY
OF OTHER CLASS AND RELATED MATTERS