CONSTITUTION OF A COMPANY
(COMPANIES ACT 2016)
CA 1965
Compulsory to have Memorandum and Articles of Association (M&A)
M&A will bind the company and its members
CA 2016
Company Without Constitution
Existing Company with M&A
Adoption of a Constitution
Lodge the Constitution with SSM within 30 days after incorporation
Content of Constituition
Effect of Constituition
constitution of a company has no effect to the extent that it contravenes or is inconsistent with the provisions of this Act. Sec 32(2)
Form of Constituition
constitution adopted shall be binding on the company, its directors and its members. (Sec 32(3))
Each director and each member of the company shall have the rights, powers, duties and obligations as set out in this Act. Sec 31(3)
Alteration/amendment of Constitution
Sec 33(1) – the constitution shall, when adopted, bind the company and the members to the same extent as if the constitution had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the constitution.
must pass a special resolution
alteration or amendment to the constitution shall bind the company and the members accordingly. Sec 36(2)
Sec 33(2) – All moneys payable by any member to the company under the constitution shall be a debt due from such member to the company
Sec 34
Notify the Registrar of the alteration or amendment of its constitution and lodge a copy of the constitution as altered or amended within 30 days from the date the special resolution was passed. Sec 36(3)
a) In the case of a company limited by shares incorporated under this Act, is a document adopted as its constitution under section 32
b) In the case of a company limited by guarantee incorporated under this Act, is a document lodged for registration of the company under section 38
c) In the case of a company registered under the corresponding previous written law, is the memorandum and articles of association as originally registered or as altered in accordance with the corresponding previous written law
Amendment by Court
remain valid and enforceable under the CA2016
Sec 35(1) may contain provisions related to
company decides to revoke the existing M&A and NOT to have a specific constitution
pass a resolution to amend any parts of its constitution
click to edit
c) Matters contemplated by this Act to be included in the constitution
b) The capacity, rights, powers or privileges of the company if the provision restricts such capacity, rights, powers or privileges
d) Any other matters as the company wishes to include in its constitution
a)The objects of the company
Company limited by Guarantee
company limited by guarantee shall have a constitution. Sec 38(1) and
Sec 38(3) – the constitution shall state:
That the company is a company limited by guarantee;
The objects of the company;
The capacity, rights, powers and privileges of the company;
The number of member with which the company proposed to be incorporated;
Matters contemplated by CA16 to be included in the constitution; and
Any other matters as the company wishes to include in its constitution.