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Bespoke Articles Of Association

Bespoke Articles Of Association Template for Malaysia

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Key Requirements PROMPT example:

Bespoke Articles Of Association

"I need Bespoke Articles of Association for a Malaysian technology startup with multiple share classes, including provisions for employee share options and strong pre-emptive rights for founding shareholders, to be implemented by March 2025."

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Document background
Bespoke Articles of Association are essential for companies incorporated in Malaysia seeking to establish their unique governance framework while complying with the Companies Act 2016. This document serves as the company's constitutional document, outlining specific rules for corporate governance, share rights, decision-making processes, and internal management procedures. Unlike standard articles, these Bespoke Articles of Association are tailored to accommodate specific business needs, shareholder arrangements, and operational requirements while maintaining compliance with Malaysian law. The document becomes binding upon company registration and can only be amended through special resolution, making it crucial for long-term corporate governance and stakeholder relationships.
Suggested Sections

1. Interpretation: Definitions of key terms used throughout the Articles and rules for interpreting the document

2. Company Name and Registration: Details of the company name, registration number, and registered office

3. Type of Company: Specification of company type (private limited) and any restrictions

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

5. Share Certificates: Provisions regarding the issuance, replacement, and format of share certificates

6. Lien on Shares: Company's rights over partly paid shares and enforcement of liens

7. Calls on Shares: Procedures for making calls on partly paid shares and consequences of non-payment

8. Transfer and Transmission of Shares: Procedures and restrictions for transferring shares and transmission upon death

9. Forfeiture of Shares: Circumstances and procedures for share forfeiture

10. Alteration of Capital: Procedures for increasing, consolidating, or subdividing share capital

11. General Meetings: Procedures for calling and conducting shareholder meetings

12. Proceedings at General Meetings: Rules for conducting meetings, voting, and passing resolutions

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

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

15. Secretary: Requirements and duties of the company secretary

16. Dividends and Reserves: Procedures for declaring dividends and maintaining reserves

17. Capitalization of Profits: Procedures for capitalizing profits and issuing bonus shares

18. Accounts and Audit: Requirements for maintaining accounts and conducting audits

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

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

21. Indemnity and Insurance: Protection and insurance for directors and officers

Optional Sections

1. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase new shares before they're offered to others

2. Tag-Along Rights: Rights of minority shareholders to join in the sale when majority shareholders sell their shares

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of the company

4. Share Buy-back: Procedures for the company to purchase its own shares

5. Multiple Classes of Shares: Detailed provisions for different share classes and their respective rights when the company has complex share structures

6. Shareholders' Reserved Matters: List of decisions requiring special shareholder approval

7. Electronic Communications: Provisions for conducting meetings and sending notices electronically

8. Alternate Directors: Provisions for appointing alternate directors when main directors are unavailable

9. Executive Directors: Special provisions for directors who are also employees

10. Committees of Directors: Provisions for establishing and operating board committees

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes, numbers, and nominal values

2. Pre-emption Rights Procedures: Detailed procedures for implementing pre-emptive rights on new share issues

3. Board Reserved Matters: List of matters requiring board approval and associated thresholds

4. Shareholder Reserved Matters: List of matters requiring shareholder approval and associated thresholds

5. Share Transfer Procedures: Detailed procedures and forms for share transfers

6. Meeting Procedures: Detailed procedures for conducting virtual and hybrid meetings

7. Directors' Powers of Attorney: Template and procedures for delegating directors' powers

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions










































Clauses




































Relevant Industries

Technology

Manufacturing

Financial Services

Retail

Healthcare

Professional Services

Real Estate

Education

Energy

Transportation

Agriculture

Construction

Telecommunications

Media and Entertainment

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Corporate Governance

Compliance

Risk Management

Corporate Affairs

Executive Management

Finance

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Director

Board Member

Chief Financial Officer

Compliance Officer

Corporate Governance Officer

Risk Manager

Company Director

Managing Director

Executive Director

Non-Executive Director

Board Secretary

General Counsel

Head of Legal

Corporate Affairs 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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