Registered office town clause is not immutable when the Companies Act permits valid alteration of the memorandum.

The memorandum requirement to state the province of a company's registered office did not make the town within that province an immutable element of the constitution. The town clause was treated as part of the company's management and administration, and it did not become unalterable merely because it appeared in the memorandum. An alteration made in the manner permitted by the Companies Act was therefore valid and binding on the company, and rectification was refused.

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Issues: Whether the clause in the memorandum fixing the town of the registered office was an unalterable condition of the company's constitution, and whether its alteration could be made under the Companies Act.

Analysis: The memorandum was required to state the province in which the registered office was to be situated, but the statute did not make the town within that province an essential or immutable condition. The scheme of the Act showed that the registered office was part of the company's management and administration, and the memorandum clause naming the town did not become unalterable merely because it was inserted in the memorandum. Where the alteration was made in the manner permitted by the Act, it was valid.

Conclusion: The change of the registered office town was held to be valid and binding on the company, so the request for rectification failed.

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