A company wants to include a provision in its Articles of Association by altering them to limit the company's share capital to a fixed amount. Can it do so? Will your answer be different if 100% shareholders agree for su

According to Section 5(3), the articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with. However, the provisions for entrenchment referred to in sub-section (3) shall only be made either on formation of a company, or by an amendment in the articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company. [Section 5(4)]. Furthermore, where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of such provisions in such form and manner as may be prescribed. [Section 5(5)] Conclusively, the company can limit the share capital to a fixed amount but only with the approval of 100% of the shareholders.