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Model Memorandum Of Association

Model Memorandum Of Association Template for Malaysia

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Key Requirements PROMPT example:

Model Memorandum Of Association

"I need a Model Memorandum of Association for my Malaysian technology startup that will be incorporated in March 2025, with provisions for three share classes and potential foreign investment, including specific clauses for employee share options."

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Document background
The Model Memorandum of Association is a crucial document required during the incorporation of a company in Malaysia, governed by the Companies Act 2016. This document serves as the foundation of the company's existence and outlines its fundamental structure and purposes. It must be filed with the Companies Commission of Malaysia (SSM) during incorporation and includes essential details such as the company's name, objectives, share capital structure, and the nature of liability of its members. The Model Memorandum of Association is particularly important as it defines the scope of the company's activities and sets the boundaries within which the company can operate. Any future amendments to this document require special procedures and shareholder approval, making it crucial to draft it carefully with consideration for future business needs.
Suggested Sections

1. Company Name: States the approved name of the company as registered with the Companies Commission of Malaysia (SSM)

2. Company Status: Declares whether the company is private or public, and limited by shares or guarantee

3. Objects Clause: Specifies the main business activities and purposes of the company

4. Share Capital: Details of the company's authorized share capital, types of shares, and rights attached to different classes of shares

5. Members' Liability: States that the liability of members is limited to their share capital contribution or guarantee amount

6. Powers of the Company: Lists the powers the company may exercise to carry out its objects

7. Initial Subscribers: Names and details of the founding members/shareholders and their initial shareholdings

Optional Sections

1. Additional Share Classes: Include when the company needs multiple share classes with different rights and restrictions

2. Specific Business Restrictions: Include when the company needs to limit certain business activities or comply with specific regulatory requirements

3. Foreign Ownership Provisions: Include when the company has or anticipates foreign shareholders and needs to comply with foreign ownership restrictions

4. Islamic Business Compliance: Include when the company needs to operate in accordance with Shariah principles

5. Special Rights Provisions: Include when certain shareholders are to be given special rights or privileges

Suggested Schedules

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

2. Schedule 2: Initial Subscribers Details: Complete information about initial subscribers including identification details and shareholding

3. Schedule 3: Reserved Matters: List of decisions requiring special approval procedures

4. Appendix A: Prescribed Objects: Detailed list of business activities the company is authorized to undertake

5. Appendix B: Standard Powers: Comprehensive list of powers granted to the company to achieve its objects

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 Industries

Financial Services

Manufacturing

Technology

Retail

Professional Services

Real Estate

Healthcare

Education

Construction

Mining

Agriculture

Telecommunications

Transportation

Energy

Tourism

Relevant Teams

Legal

Compliance

Corporate Secretarial

Executive Leadership

Board of Directors

Corporate Governance

Risk Management

Administrative

Finance

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Director of Legal Affairs

Managing Director

Board Member

Corporate Governance Officer

Business Development Manager

Risk Manager

Company Director

Incorporation Specialist

Industries
Companies Act 2016: The primary legislation governing company formation, structure, and governance in Malaysia. It provides the legal framework for incorporation, including requirements for the Memorandum of Association.
Companies Regulations 2017: Supplementary regulations providing detailed requirements for company administration, filing procedures, and forms to be used in company incorporation.
Stamp Act 1949: Governs the stamp duty requirements for company documents, including the Memorandum of Association and share certificates.
Capital Markets and Services Act 2007: Relevant for provisions related to securities laws and corporate governance, particularly if the company plans to issue shares or become listed.
Guidelines on Company Constitution: Guidelines issued by the Companies Commission of Malaysia (SSM) providing specific requirements for company constitution documents.
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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