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Memorandum Of Association Of Public Limited Company

Memorandum Of Association Of Public Limited Company Template for Malaysia

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Key Requirements PROMPT example:

Memorandum Of Association Of Public Limited Company

"I need a Memorandum of Association of Public Limited Company for a technology manufacturing company to be incorporated in Malaysia by March 2025, with provisions for multiple share classes including preference shares for institutional investors and an employee share scheme."

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Document background
The Memorandum of Association of Public Limited Company is a mandatory document required under Malaysian law when incorporating a public company. It serves as the foundation document that defines the company's constitution and its relationship with the outside world. This document must comply with the Companies Act 2016 and other relevant Malaysian regulations, establishing the company's name, objectives, share capital structure, and limitations of liability. It's particularly crucial for public limited companies as it provides the framework for public share offerings and trading. The memorandum must be filed with the Companies Commission of Malaysia (SSM) during incorporation and remains a vital reference document throughout the company's existence, governing its operations and relationship with shareholders.
Suggested Sections

1. Company Name: The full name of the company with 'Berhad' or 'Bhd' suffix as required for public companies

2. Registered Office: Statement of the company's registered office location in Malaysia

3. Objects of the Company: Detailed description of the business activities and purposes the company is authorized to undertake

4. Liability Clause: Declaration that the liability of members is limited

5. Share Capital: Details of the authorized share capital, types of shares, and rights attached to different classes of shares

6. Share Rights and Restrictions: Detailed provisions regarding voting rights, dividend rights, and other rights attached to different classes of shares

7. Share Transfer and Transmission: Rules and procedures governing the transfer and transmission of shares

8. Alteration of Capital: Provisions for increasing, consolidating, subdividing, or reducing share capital

9. General Meetings: Rules for conducting general meetings, including notice requirements and voting procedures

10. Directors: Provisions regarding the appointment, removal, and powers of directors

Optional Sections

1. Preference Shares: Detailed provisions about preference shares, required only if the company plans to issue preference shares

2. Foreign Ownership Restrictions: Specific provisions limiting foreign ownership, if applicable to the company's business sector

3. Branch Registers: Provisions for maintaining branch registers, needed if the company plans to operate in multiple jurisdictions

4. Employee Share Schemes: Provisions for employee share ownership plans, if the company plans to implement such schemes

5. Shareholder Protection Rights: Additional provisions for minority shareholder protection, recommended for companies with diverse shareholding

Suggested Schedules

1. Initial Subscribers: Details of the founding shareholders including names, addresses, and initial shareholding

2. Share Capital Structure: Detailed breakdown of different share classes, nominal values, and rights attached

3. Form of Share Certificate: Template of the share certificate to be issued by the company

4. Proxy Form: Standard form for appointing proxies for general meetings

5. Board Reserved Matters: List of matters requiring specific board approval or special resolution

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Act
Annual General Meeting
Articles
Auditors
Board
Bursa Malaysia
Chairman
Commission
Company
Company Secretary
Directors
Dividend
Electronic Address
Extraordinary General Meeting
Financial Statements
General Meeting
Listed
Market Day
Member
Memorandum
Office
Ordinary Resolution
Paid Up
Register
Registered Office
Registration Number
Ringgit Malaysia
Seal
Securities Account
Securities Commission
Share Capital
Share Certificate
Shareholder
Special Resolution
Stock Exchange
Subsidiary
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Energy

Telecommunications

Consumer Goods

Infrastructure

Agriculture

Mining

Education

Retail

Transportation

Professional Services

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board of Directors

Executive Management

Corporate Affairs

Risk Management

Investor Relations

Corporate Planning

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Risk Management Officer

Investment Relations Manager

Corporate Affairs Director

Chief Operating Officer

Board Chairman

Company Registrar

Corporate Planning Director

Industries
Companies Act 2016: The primary legislation governing company formation, structure, and operation in Malaysia. It provides the fundamental requirements for incorporating a public company and the content requirements for the Memorandum of Association.
Capital Markets and Services Act 2007: Regulates capital market activities, securities issuance, and trading. Relevant for public companies, particularly regarding share issuance and public offerings.
Securities Commission Act 1993: Establishes the regulatory framework for securities and derivatives markets in Malaysia, including requirements for public companies.
Malaysian Code on Corporate Governance: Provides principles and best practices on structures and processes that companies should adopt in making good corporate governance an integral part of their business dealings.
Bursa Malaysia Listing Requirements: Sets out the requirements that must be complied with by companies seeking to list and maintain listing status on the Malaysian stock exchange.
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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