Articles Of Association Model Articles Template for Malaysia

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Key Requirements PROMPT example:

Articles Of Association Model Articles

"I need Articles of Association Model Articles for a new Malaysian technology startup planning to launch in March 2025, with provisions for multiple share classes and virtual board meetings, focusing on flexibility for future funding rounds and international expansion."

Document background
Articles of Association Model Articles serve as a template for companies incorporating in Malaysia, providing a standardized framework that complies with the Companies Act 2016. This document is essential during company incorporation and continues to govern the company's internal management throughout its existence. The Articles of Association Model Articles are designed to be comprehensive yet flexible, covering aspects such as share capital structure, shareholder rights, board composition, meeting procedures, and corporate governance matters. They can be adopted as is or modified to suit specific business needs while maintaining compliance with Malaysian law. Companies must file their Articles with the Companies Commission of Malaysia (SSM) during incorporation, and any subsequent modifications require shareholder approval through special resolution.
Suggested Sections

1. Name of Company: States the registered name of the company

2. Interpretation: Defines key terms used throughout the Articles

3. Type of Company: Specifies whether private or public company and nature of liability

4. Share Capital and Variation of Rights: Details about share classes, rights, and procedures for varying these rights

5. Share Certificates: Provisions regarding issuance and replacement of share certificates

6. Transfer and Transmission of Shares: Rules governing share transfers and transmission upon death

7. General Meetings: Procedures for conducting annual and extraordinary general meetings

8. Notice of General Meetings: Requirements for giving notice of meetings to members

9. Proceedings at General Meetings: Rules for conducting meetings, voting, and resolutions

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

11. Secretary: Appointment and duties of company secretary

12. Dividends and Reserves: Procedures for declaring dividends and maintaining reserves

13. Accounts: Requirements for maintaining proper accounting records

14. Audit: Provisions regarding appointment of auditors and conduct of audits

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

16. Winding Up: Procedures for voluntary winding up and distribution of assets

Optional Sections

1. Objects of Company: Specific objects of the company - optional under Companies Act 2016 but may be included if company wants to restrict its activities

2. Share Buy-Back: Provisions for company purchasing its own shares - include if company wants this flexibility

3. Preference Shares: Terms of preference shares - include if company plans to issue different classes of shares

4. Board Committees: Structure and operation of board committees - include for larger companies or those planning to list

5. Alternate Directors: Provisions for appointment of alternate directors - useful for companies with international directors

6. Electronic Communications: Provisions for electronic meetings and communications - important for modern companies

7. Indemnity and Insurance: Protection for directors and officers - recommended for companies with significant operations

Suggested Schedules

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

2. Schedule 2: First Directors: List of first directors appointed upon incorporation

3. Schedule 3: Proxy Form: Standard form for appointing proxies for general meetings

4. Schedule 4: Virtual Meeting Procedures: Detailed procedures for conducting virtual or hybrid meetings

5. Schedule 5: Directors' Written Resolution: Template for directors' written resolutions

6. Appendix A: Corporate Seal: Description and rules for use of company seal (if adopted)

Authors

Alex Denne

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

Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Education

Construction

Energy

Agriculture

Transportation

Telecommunications

Mining

Tourism

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board of Directors

Executive Management

Investor Relations

Risk Management

Corporate Affairs

Finance

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Company Director

Managing Director

Board Chairman

Shareholder Relations Manager

Chief Operating Officer

Corporate Affairs 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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