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MEMORANDUM OF ASSOCIATION (MOA) & ARTICLES OF ASSOCIATION (AOA) -…
MEMORANDUM OF ASSOCIATION (MOA) & ARTICLES OF ASSOCIATION (AOA)
MEMORANDUM OF ASSOCIATION (MOA)
The capital clause requires you to state the company’s authorized share capital, the different categories of shares and the nominal value (the minimum value per share) of the shares.
The liability clause requires you to state the extent to which shareholders of the company are liable to the debt obligations of the company in the event of the company dissolving.
The association clause confirms that shareholders bound by the MOA are willingly associating and forming a company.
The objective clause requires you to summarize the main objectives for establishing the company with reference to the requirements for shareholding and use of financial resources.
The registered office clause requires you to show the physical location of the registered office of the company.
ARTICLES OF ASSOCIATION (AOA)
Articles of association can be thought of as a user's manual for a company, defining its purpose and outlining the methodology for accomplishing necessary day-to-day tasks.
The reason for the creation of the company must also be stated in the articles of association.
The number and type of shares that comprise a company's capital are listed in the articles of association.
The legal organization of the company, including its address, the number of directors and officers, and the identity of the founders and original shareholders, are found in this section.
Legality of Object
Forbidden by any law
Immoral
Fraudulent
Opposed to public policy
Defeat any law
Effects of Ultra Vires
Malaysian law
Sec. 20(2)(a)
Member of the company have right to take action against the company to restrain the performance of ultra vires act.
Sec. 20(2)(b)
Company or member of the company can take action against the officers of the company who authorised the ultra vires transaction.
Sec. 20(1)
Any transaction which is made outside object clause is still valid as long as the parties to the contract concerned.
Sec. 20(3)
Member can claim for the damages.
Minister charge with the responsibility for companies may petition to wind up the company which entered into ultra vires transaction.
English law
Any transaction which is made outside object clause will be void.