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Company Articles Of Association Template for Malaysia

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Key Requirements PROMPT example:

Company Articles Of Association

"I need Company Articles of Association for a Malaysian tech startup that will be incorporated in March 2025, with provisions for multiple share classes and potential foreign investment, including specific clauses for employee share options and digital voting procedures."

Document background
The Company Articles of Association is a mandatory document required for company incorporation in Malaysia under the Companies Act 2016. This document must be filed with the Companies Commission of Malaysia (SSM) during the company registration process and serves as the constitution of the company. It contains essential provisions regarding the company's internal management, share capital structure, shareholders' rights, directors' duties, meeting procedures, and other crucial operational aspects. The Articles become binding upon registration and can only be modified through special resolution procedures specified by Malaysian law. This document is particularly important as it provides the legal framework for corporate governance and helps prevent disputes by clearly defining the rights, powers, and responsibilities of various stakeholders within the company.
Suggested Sections

1. Company Name and Registration: States the company name and registration details as per Companies Act 2016

2. Interpretation: Defines key terms used throughout the Articles

3. Type of Company: Specifies whether private or public company and any applicable restrictions

4. Share Capital and Variation of Rights: Details the company's share capital structure and classes of shares

5. Share Certificates: Provisions regarding issuance and transfer of share certificates

6. Lien on Shares: Company's rights over partly paid shares

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

8. Transfer of Shares: Rules and procedures for share transfers

9. Transmission of Shares: Provisions for transmission of shares upon death or bankruptcy

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

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

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

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

14. Board Meetings: Procedures for board meetings and decision-making

15. Company Secretary: Appointment and duties of company secretary

16. Accounts: Requirements for maintaining and auditing company accounts

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

18. Winding Up: Procedures for voluntary winding up and distribution of assets

19. Indemnity: Protection of officers and auditors from liability

Optional Sections

1. Preference Shares: Required when company issues different classes of shares with special rights

2. Borrowing Powers: Detailed provisions for company's borrowing powers, needed for companies planning significant financing activities

3. Alternate Directors: Provisions for appointment of alternate directors, useful for larger companies

4. Managing Director: Required when company wants to appoint managing directors with special powers

5. Dividends and Reserves: Detailed provisions for dividend distribution, important for companies planning regular distributions

6. Capitalization of Profits: Procedures for bonus issues and capitalization, relevant for growing companies

7. Branch Registers: Required for companies maintaining registers in multiple locations

8. Authentication of Documents: Special provisions for document authentication, important for companies with complex documentation requirements

9. Foreign Ownership Provisions: Required for companies with foreign investment restrictions or requirements

Suggested Schedules

1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights attached

2. Schedule 2: Directors' Powers: Comprehensive list of specific powers granted to directors

3. Schedule 3: Meeting Procedures: Detailed procedures for conducting various types of meetings

4. Schedule 4: Proxy Form: Standard form for appointment of proxies

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

6. Appendix A: Company Seal Rules: Procedures for use and custody of company seal

7. Appendix B: Electronic Communication Procedures: Rules for electronic notices and communications

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

Relevant legal definitions







































Clauses

































Relevant Industries

All Corporate Sectors

Manufacturing

Services

Technology

Financial Services

Retail

Construction

Healthcare

Education

Energy

Real Estate

Agriculture

Mining

Transportation

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Corporate Governance

Compliance

Risk Management

Corporate Affairs

Finance

Executive Management

Shareholder Relations

Relevant Roles

CEO

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Chief Legal Officer

Corporate Governance Officer

Board Chairman

Chief Financial Officer

Company Director

Corporate Affairs Manager

Risk Management Officer

Shareholder Relations Manager

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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