Memorandum And Articles Of Association Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
The Memorandum and Articles of Association is a crucial document required when incorporating a company in Malaysia under the Companies Act 2016. This constitutional document sets out the fundamental rules governing the company's operations, relationships between shareholders, powers and duties of directors, and procedures for corporate actions. It serves as a contract between the company and its members, as well as among the members themselves. The document must comply with Malaysian corporate law requirements and is filed with the Companies Commission of Malaysia (SSM) during incorporation. It remains a living document that can be amended through special resolutions as the company evolves, subject to regulatory compliance.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 Industries

Manufacturing

Technology

Financial Services

Retail

Professional Services

Real Estate

Healthcare

Education

Construction

Energy

Agriculture

Telecommunications

Transportation

Hospitality

E-commerce

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Affairs

Board of Directors

Executive Management

Corporate Governance

Regulatory Affairs

Relevant Roles

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

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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