Articles Of Incorporation And By Laws Template for Malaysia

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Key Requirements PROMPT example:

Articles Of Incorporation And By Laws

"I need Articles of Incorporation and By-Laws for a Malaysian technology startup planning to launch in March 2025, with provisions for future venture capital investment and employee share options, ensuring compliance with both Malaysian tech sector regulations and startup-friendly governance structures."

Document background
The Articles of Incorporation and By-Laws are essential documents required when establishing a company in Malaysia under the Companies Act 2016. These documents serve as the company's constitution and are mandatory for registration with the Companies Commission of Malaysia (SSM). They outline the company's purpose, structure, governance framework, and operational procedures. The Articles of Incorporation establish the company's legal existence and external relationships, while the By-Laws detail internal management procedures. This documentation is crucial for both private and public companies, requiring careful consideration of corporate governance requirements, shareholder rights, and management structures. Regular reviews and updates may be necessary to ensure continued compliance with Malaysian corporate law and regulatory changes.
Suggested Sections

1. Article I - Company Information: Basic company details including name, registration number, registered office address, and type of company

2. Article II - Objects and Powers: Statement of company's business objectives and powers to carry out its activities

3. Article III - Share Capital: Details of authorized share capital, classes of shares, and rights attached to shares

4. Article IV - Members/Shareholders: Rights, obligations, and procedures relating to membership/shareholding

5. Article V - General Meetings: Procedures for conducting annual and extraordinary general meetings

6. Article VI - Directors: Appointment, removal, powers, and duties of directors

7. Article VII - Management: Management structure and delegation of authority

8. Article VIII - Company Secretary: Appointment and duties of company secretary

9. Article IX - Accounts and Audit: Financial reporting requirements and audit procedures

10. Article X - Notices: Procedures for giving notices to members and directors

11. Article XI - Indemnification: Protection and indemnification of directors and officers

12. Article XII - Common Seal: Use and custody of company seal

13. Article XIII - Dissolution: Procedures for winding up and dissolution

Optional Sections

1. Article on Preference Shares: Required if company issues different classes of shares with special rights

2. Article on Share Buy-Back: Needed if company plans to have share buy-back provisions

3. Article on Subsidiaries: Required for holding companies with subsidiaries

4. Article on Executive Committee: Needed for larger companies with executive committee structure

5. Article on Foreign Ownership: Required if company has foreign ownership restrictions or requirements

6. Article on Islamic Banking Compliance: Needed for companies engaging in Islamic banking or finance

7. Article on Environmental Compliance: Required for companies in environmentally sensitive industries

8. Article on Technology and IP: Needed for technology companies or those with significant IP assets

Suggested Schedules

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

2. Schedule 2 - Initial Subscribers: List of founding members/shareholders and their shareholdings

3. Schedule 3 - Board Committees: Terms of reference for various board committees

4. Schedule 4 - Corporate Governance Procedures: Detailed corporate governance guidelines and procedures

5. Schedule 5 - Management Structure: Organizational chart and management responsibilities

6. Appendix A - Forms: Standard forms for company procedures (share transfers, proxy forms, etc.)

7. Appendix B - Meeting Procedures: Detailed procedures for conducting various types of meetings

8. Appendix C - Seal Usage Guidelines: Detailed procedures for use and maintenance of company seal

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Education

Professional Services

Agriculture

Energy

Mining

Construction

Telecommunications

Transportation

Hospitality

E-commerce

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Risk Management

Regulatory Affairs

Corporate Affairs

Finance

Administration

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Risk Management Officer

Managing Director

Chairman of the Board

Company Director

Chief Operating Officer

Corporate Affairs Manager

Regulatory Compliance Manager

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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