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Memorandum And Articles Of Association
"I need a Memorandum and Articles of Association for a Malaysian technology startup with multiple share classes, including provisions for future venture capital investment and employee share schemes, to be incorporated by March 2025."
1. Company Name and Registration: States the company's name and registration details in accordance with Malaysian law
2. Status, Capacity and Powers: Defines the company's status (private/public), legal capacity, and powers under the Companies Act 2016
3. Liability of Members: States whether liability is limited by shares or guarantee, and extent of member liability
4. Share Capital: Details the company's share capital structure, classes of shares, and rights attached to shares
5. Members and Shareholding: Provisions regarding membership, share transfers, and shareholder rights
6. General Meetings: Rules and procedures for conducting general meetings, including notice requirements and voting
7. Directors and Management: Provisions regarding appointment, removal, powers, and duties of directors
8. Company Secretary: Requirements and provisions regarding the company secretary
9. Accounts and Audit: Requirements for maintaining accounts, financial records, and audit procedures
10. Notices: Procedures for giving notices to members and communication requirements
11. Winding Up: Provisions regarding the dissolution and winding up of the company
1. Preference Shares: Additional provisions for companies issuing different classes of shares, including preference shares
2. Board Committees: Provisions for establishing and governing board committees, typically included for larger companies
3. Alternate Directors: Provisions allowing for appointment of alternate directors, useful for larger boards
4. Executive Directors: Specific provisions for managing director or executive director appointments and powers
5. Share Buy-Back: Provisions enabling the company to purchase its own shares, if contemplated
6. Dividend Policy: Specific provisions regarding dividend declaration and payment procedures
7. Reserved Matters: List of matters requiring special approval, often used in joint venture companies
8. Islamic Banking Compliance: Special provisions for Shariah-compliant companies or Islamic banking institutions
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights attached to each class
2. Schedule 2: First Directors: List of first directors appointed upon incorporation
3. Schedule 3: First Members: Details of founding members and their initial shareholdings
4. Schedule 4: Company Secretary Details: Information about the first company secretary
5. Schedule 5: Special Rights: Any special rights or restrictions attached to shares or members
6. Appendix A: Proxy Form: Standard form for appointing proxies for general meetings
7. Appendix B: Board Resolution Templates: Standard templates for common board resolutions
Authors
Annual General Meeting
Articles
Auditor
Board
Chairman
Company
Company Secretary
Constitution
Director
Dividend
Electronic Address
Extraordinary General Meeting
Financial Statements
General Meeting
Identity Card
Member
Office
Ordinary Resolution
Paid Up
Register
Registered Office
Registration Number
Seal
Secretary
Securities Account
Share
Share Certificate
Shareholder
Special Resolution
Subsidiary
Transfer Secretary
Voting Rights
Written Resolution
Share Capital
Share Transfer
Lien on Shares
Share Forfeiture
Share Certificates
Membership Rights
General Meetings
Voting Rights
Proxy Appointments
Board Powers
Director Appointment
Director Removal
Director Meetings
Director Duties
Company Secretary
Dividends
Capitalization
Reserve Funds
Financial Statements
Audit Requirements
Notices
Seal Usage
Indemnification
Winding Up
Amendment Rights
Share Issue
Borrowing Powers
Record Keeping
Electronic Communications
Manufacturing
Technology
Financial Services
Retail
Professional Services
Real Estate
Healthcare
Education
Construction
Energy
Agriculture
Telecommunications
Transportation
Hospitality
E-commerce
Legal
Corporate Secretarial
Compliance
Corporate Affairs
Board of Directors
Executive Management
Corporate Governance
Regulatory Affairs
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Executive Officer
Chief Financial Officer
Board Director
Company Director
Corporate Governance Officer
Legal Manager
Managing Director
Board Chairman
Corporate Affairs Manager
Regulatory Compliance Manager
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