Articles Of Association Of A Private Company

Articles Of Association Of A Private Company Template for Malaysia

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Key Requirements PROMPT example:

"I need Articles of Association of a Private Company for a Malaysian tech startup launching in March 2025, with provisions for multiple share classes to accommodate future venture capital investment rounds and employee stock options, plus specific voting rights for founder shares."

Document background

Articles of Association of a Private Company are required when incorporating a new company in Malaysia or when modifying an existing company's constitution. This document, mandatory under the Companies Act 2016, serves as the foundational agreement between the company and its shareholders, establishing the rules and regulations for the company's internal management. It includes essential provisions regarding share capital, shareholders' rights, directors' powers, meeting procedures, and other governance matters. The document must comply with Malaysian law and be filed with the Companies Commission of Malaysia (SSM). It remains binding until formally altered through a special resolution of shareholders.

Suggested Sections

1. Interpretation: Definitions of key terms used throughout the Articles

2. Company Name and Status: Statement of company name and its status as a private company

3. Objects and Powers: Statement of company's business objectives and powers

4. Share Capital: Details of authorized share capital, types of shares, and rights attached

5. Members and Shares: Provisions relating to membership, share transfers, and share certificates

6. Calls on Shares: Procedures for making calls on partly paid shares

7. Transfer and Transmission of Shares: Rules governing share transfers and transmission upon death

8. Forfeiture of Shares: Procedures for forfeiture of shares for non-payment

9. Alteration of Capital: Provisions for increasing, reducing, or reorganizing share capital

10. General Meetings: Rules for conducting annual and extraordinary general meetings

11. Proceedings at General Meetings: Procedures for conducting meetings, voting, and proxies

12. Directors: Appointment, removal, powers, and duties of directors

13. Powers and Duties of Directors: Scope of directors' authority and responsibilities

14. Proceedings of Directors: Rules for board meetings and decision-making

15. Secretary: Appointment and duties of company secretary

16. Seal: Provisions regarding the company seal and its use

17. Dividends and Reserves: Rules for declaring dividends and maintaining reserves

18. Accounts: Requirements for maintaining and auditing financial records

19. Notices: Methods and requirements for giving notices to members

20. Winding Up: Procedures for company dissolution and asset distribution

Optional Sections

1. Preference Shares: Detailed provisions for preference shares if the company plans to issue them

2. Pre-emptive Rights: Additional provisions for shareholders' rights to purchase new shares

3. Tag-Along Rights: Provisions protecting minority shareholders in case of majority share sale

4. Drag-Along Rights: Provisions allowing majority shareholders to force minority participation in a sale

5. Share Buy-Back: Procedures for company purchasing its own shares

6. Alternate Directors: Provisions for appointment of alternate directors if allowed

7. Executive Directors: Special provisions for directors holding executive positions

8. Indemnity and Insurance: Additional protection for directors and officers

9. Shareholder Reserved Matters: List of decisions requiring special shareholder approval

10. Electronic Communications: Provisions for electronic notices and virtual meetings

Suggested Schedules

1. Schedule 1: Share Transfer Form: Standard form for share transfers

2. Schedule 2: Proxy Form: Standard form for appointing proxies at general meetings

3. Schedule 3: Board Reserved Matters: List of matters requiring board approval

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

5. Schedule 5: Share Certificate Format: Template for share certificates

6. Schedule 6: Directors' Written Resolution: Template for written resolutions of directors

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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 Teams

Legal

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Compliance

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Board of Directors

Executive Leadership

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Relevant Roles

Company Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Corporate Governance Officer

Board Member

Managing Director

Shareholder

Company Founder

Legal Administrator

Risk Manager

Corporate Affairs Manager

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