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Articles Of Association Constitution Template for Malaysia

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Key Requirements PROMPT example:

Articles Of Association Constitution

"I need an Articles of Association Constitution for a new private limited technology company in Malaysia, incorporating standard provisions for share transfers and a simple board structure with three directors."

Document background
The Articles of Association Constitution is a mandatory document required for company incorporation in Malaysia under the Companies Act 2016. This document replaces the traditional Memorandum and Articles of Association system, following Malaysia's corporate law reform. It serves as the company's constitutional document, defining the relationship between the company and its stakeholders, establishing governance structures, and setting operational parameters. The document must comply with Malaysian regulatory requirements while providing flexibility for business operations. It's particularly crucial during company formation, corporate restructuring, or when updating governance frameworks to align with current legislation or business needs. The Constitution becomes binding upon all members and officers of the company once adopted.
Suggested Sections

1. Name and Status: States the company name and whether it is private or public

2. Registered Office: Specifies the location of the company's registered office

3. Objects and Powers: Details the business objectives and powers of the company

4. Liability of Members: Defines the extent of members' liability

5. Share Capital: Details the company's share capital structure and classes of shares

6. Shares: Provisions regarding share issuance, transfer, and rights

7. Members: Rights, obligations, and procedures relating to membership

8. General Meetings: Procedures for conducting general meetings and voting

9. Directors: Appointment, removal, powers, and duties of directors

10. Company Secretary: Requirements and duties of the company secretary

11. Execution of Documents: Procedures for executing company documents

12. Dividends: Provisions regarding dividend declaration and payment

13. Accounts and Audit: Requirements for financial records and audit procedures

14. Notices: Methods and requirements for giving notices to members

15. Winding Up: Procedures for company dissolution and winding up

Optional Sections

1. Preference Shares: Detailed provisions for preference shares if the company issues multiple share classes

2. Board Committees: Structure and functions of specific board committees for larger companies

3. Alternate Directors: Provisions for appointment of alternate directors when needed

4. Electronic Communications: Provisions for electronic meetings and communications

5. Reserved Matters: List of decisions requiring special approval, useful for joint ventures

6. Share Buy-Back: Procedures for company purchasing its own shares

7. Borrowing Powers: Specific provisions regarding company's borrowing capabilities

8. Protection of Directors and Officers: Indemnification and insurance provisions for directors

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes and rights

2. Initial Subscribers: List of founding members and their initial shareholdings

3. Reserved Matters List: Comprehensive list of matters requiring special approval

4. Board Procedures: Detailed procedures for board meetings and decision-making

5. Proxy Form: Standard form for appointing proxies at general meetings

6. Company Seal: Design and usage rules for the company seal if adopted

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses


































Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Real Estate

Energy

Transportation

Professional Services

Education

Agriculture

Construction

Telecommunications

Mining

Tourism

Relevant Teams

Legal

Corporate Secretarial

Compliance

Board of Directors

Executive Management

Corporate Affairs

Risk Management

Finance

Governance

Relevant Roles

Company Secretary

Chief Executive Officer

Board Director

Corporate Lawyer

Compliance Officer

Chief Legal Officer

Company Director

Corporate Governance Officer

Risk Manager

Chief Financial Officer

Board Chairman

Corporate Affairs Manager

General Counsel

Managing Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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