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Constitution of a Company (Companies Act 2016) (Differences with…
Constitution of a Company
(Companies Act 2016)
Requirement of Constitution
optional, except for company limited by guarantee
Adoption of a Constitution
by way of special resolution
lodge to CCM within 30 days after adoption
futher fine >RM500/day :warning:
if not, liable to a fine >RM50,000 :warning:
Effect of Constitution
no effect if contravenes with Act
binding on the company, its directors and its members
Form of Constitution
company limited by shares, document adopted as constitution
company limited by guarantee, document lodged for registeration of company
company registered under previous law, M&A
Contents of Constitution
capacity, rights, powersor privileges (if want to) :star:
matters contemplated by this Act
Other matters wishes to include
object (if want to) :star:
Differences with Companies Act 1965
It called memorandum & article
compulsory for incorporation
memorandum shall be printed and include name,object company,amount of share capital,limited liability,subscribers
limited company by shares
share or liability limited
limited company by guarentee
share or liability limited
each member undertakes to contribute the assets company
unlimited company
share capital need register
division share fixed amount
liability members limited
Alteration/Amendment of Constitution
after the date of special resolutions, any alterations or amendment shall bind the company and the members
notify the registar and lodge the copy of the constitution as amendmentment within 30 days
contravene sub section 3
fine < 10 000
continue offense <500 each day