The Company Limited By Guarantee Memorandum Of Association serves as the primary constitutional document for organizations seeking to incorporate as a company limited by guarantee in Malaysia. This document type is specifically governed by the Companies Act 2016 and is most commonly used when establishing non-profit organizations, charitable institutions, or professional bodies where commercial activities are not the primary objective. The memorandum defines the organization's fundamental characteristics, including its name, objectives, registered office location, and the guarantee amount that members commit to contribute in the event of winding up. It must be filed with the Companies Commission of Malaysia (SSM) as part of the incorporation process and serves as a reference point for all stakeholders regarding the company's core purposes and limitations.
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1. Name Clause: States the company's name and that it is a company limited by guarantee
2. Registered Office: Specifies that the registered office of the company will be situated in Malaysia
3. Objects Clause: Details the purposes and objectives of the company, typically non-profit in nature
4. Liability Clause: States that the liability of members is limited
5. Guarantee Clause: Specifies the amount each member undertakes to contribute in the event of winding up
6. Income and Property Clause: Declares how the company's income and property shall be applied solely towards its objectives
7. Winding Up Clause: Details the procedure and distribution of assets upon winding up
8. Amendment Clause: Specifies the procedure for amending the memorandum
1. Religious Objects Clause: Required if the company has religious purposes or activities
2. Educational Objects Clause: Required if the company has educational purposes
3. Charitable Objects Clause: Required if the company seeks charitable status
4. Investment Powers: Optional clause detailing specific investment powers if the company plans to make investments
5. Branch Establishment: Required if the company plans to establish branches
6. Language Clause: Optional clause specifying the prevailing language for official documents if multiple languages are used
1. Schedule 1: Subscribers: List of founding members/subscribers with their details and signatures
2. Schedule 2: Initial Board Members: List of initial board members/directors with their details
3. Schedule 3: Specific Objects: Detailed list of specific activities and objectives if too extensive for main document
4. Appendix A: Forms of Declaration: Standard forms for member declarations and guarantees
5. Appendix B: Consent Letters: Consent letters from initial directors and company secretary
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