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Articles Of Association And Bylaws

Articles Of Association And Bylaws Template for Malaysia

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Articles Of Association And Bylaws

"I need Articles of Association and Bylaws for a Malaysian technology startup planning to launch in March 2025, with provisions for foreign investors, virtual board meetings, and employee share options."

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Document background
The Articles of Association and Bylaws are essential founding documents required for company incorporation in Malaysia under the Companies Act 2016. These documents establish the legal and operational framework for the company's governance, defining relationships between shareholders, directors, and other stakeholders. They must be filed with the Companies Commission of Malaysia (SSM) during incorporation and can be amended through special resolutions. The documents contain crucial provisions regarding share capital, corporate governance, decision-making processes, and operational procedures, ensuring compliance with Malaysian regulatory requirements while providing flexibility for business operations.
Suggested Sections

1. Name and Status: Company name, registration number, and type of company

2. Definitions and Interpretation: Definitions of key terms and rules for interpreting the document

3. Objects and Powers: Company's business objectives and powers to carry out its activities

4. Share Capital Structure: Details of share capital, classes of shares, and rights attached to shares

5. Members and Shareholding: Rules regarding membership, share transfers, and shareholders' rights

6. General Meetings: Procedures for conducting general meetings, voting rights, and resolutions

7. Directors and Officers: Appointment, removal, powers, and duties of directors and officers

8. Board Meetings: Procedures for board meetings, voting, and decision-making processes

9. Company Secretary: Role, appointment, and duties of the company secretary

10. Accounts and Audit: Requirements for financial records, reporting, and audit procedures

11. Notices: Methods and requirements for giving notices to members and officers

12. Indemnity and Insurance: Provisions for indemnifying directors and officers

13. Winding Up: Procedures and rules for company dissolution

Optional Sections

1. Shariah Compliance: Required for Islamic-compliant companies, detailing Shariah governance framework

2. Electronic Communications: Provisions for virtual meetings and electronic communications when company wants to embrace digital governance

3. Alternate Directors: Rules for appointment and powers of alternate directors if company wishes to allow this flexibility

4. Executive Committee: Structure and powers of executive committee for larger companies requiring additional management layer

5. Share Buy-Back: Procedures for share buy-back if company wants this option

6. Dividend Policy: Detailed dividend declaration and payment procedures for companies wanting specific dividend frameworks

7. Corporate Social Responsibility: Framework for CSR activities for companies emphasizing social responsibility

8. Subsidiaries Governance: Required for holding companies to establish control over subsidiaries

Suggested Schedules

1. Share Transfer Forms: Standard forms and procedures for transferring shares

2. Board Reserved Matters: List of matters requiring board approval

3. Seal Usage Rules: Procedures for use of company seal

4. Meeting Procedures: Detailed procedures for conducting various types of meetings

5. Director's Code of Conduct: Detailed code of conduct and ethics for directors

6. Committee Terms of Reference: Terms of reference for various board committees

7. Proxy Forms: Standard proxy forms for general meetings

8. Share Certificate Format: Template and requirements for share certificates

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Healthcare

Retail

Education

Transportation

Energy

Agriculture

Construction

Professional Services

Telecommunications

Mining

Tourism

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Management

Risk Management

Corporate Affairs

Investor Relations

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Manager

Board Director

Chairman

Chief Financial Officer

Risk Manager

Corporate Affairs Director

Investor Relations Manager

Executive Director

Non-Executive Director

Company Director

General Counsel

Industries








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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Articles Of Association And Bylaws

Core constitutional document under Malaysian law establishing a company's governance framework and operational rules.

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