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By Laws Articles Of Association Template for Malaysia

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Key Requirements PROMPT example:

By Laws Articles Of Association

"I need Articles of Association for a new Malaysian private technology startup launching in March 2025, with provisions for future venture capital investment and employee share options, while keeping the governance structure simple and flexible."

Document background
By Laws Articles of Association are essential constitutional documents required for every company incorporated in Malaysia under the Companies Act 2016. This document serves as the foundation for corporate governance, detailing how the company will be operated, managed, and administered. It becomes effective upon company registration with the Companies Commission of Malaysia (SSM) and binds the company, its directors, and shareholders in their respective rights, powers, duties, and obligations. The Articles must comply with Malaysian law while being tailored to the specific needs of the company, covering crucial aspects such as share capital structure, management powers, meeting procedures, and shareholder rights. The document remains a living instrument that can be amended through special resolution as the company evolves, subject to regulatory requirements.
Suggested Sections

1. Name and Status: States the company name and whether it is private or public

2. Interpretation: Defines key terms used throughout the Articles

3. Objects and Powers: States the company's business objectives and powers

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

5. Shares: Provisions regarding share issuance, transfer, and transmission

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

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

8. Transfer and Transmission of Shares: Procedures for share transfers and transmission upon death

9. Forfeiture of Shares: Procedures for forfeiting shares for non-payment

10. Conversion of Shares into Stock: Provisions for converting shares into stock

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

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

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

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

15. Managing Director: Provisions regarding appointment and powers of managing directors

16. Board Proceedings: Procedures for board meetings and decision-making

17. Secretary: Appointment and duties of company secretary

18. Seal: Provisions regarding the company seal

19. Accounts: Requirements for maintaining and auditing financial records

20. Notices: Procedures for giving notices to members

21. Winding Up: Procedures for company dissolution

22. Indemnity: Protection of officers and auditors

Optional Sections

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

2. Alternate Directors: Provisions for appointment of alternate directors, needed for companies with international boards

3. Executive Directors: Specific provisions for executive directors when the company has a complex management structure

4. Dividends and Reserves: Detailed dividend policies for companies with specific dividend requirements

5. Capitalization of Profits: Provisions for bonus issues and capitalization, relevant for growing companies

6. Share Buy-Back: Procedures for share buy-back programs, relevant for public companies

7. Electronic Communication: Provisions for electronic meetings and communications, important for modern companies

8. Different Classes of Shares: Detailed provisions when company has multiple share classes

9. Shareholder Rights Plans: Anti-takeover provisions for public companies

10. Environmental and Social Responsibility: Special provisions for companies focusing on ESG considerations

Suggested Schedules

1. Proxy Form: Standard form for appointing proxies for general meetings

2. Share Certificate Format: Prescribed format for share certificates

3. Board Resolution Format: Standard format for board resolutions

4. Notice of Meeting Templates: Standard templates for various meeting notices

5. Share Transfer Form: Prescribed format for share transfer documents

6. Director's Declaration Form: Standard form for director's declarations and consents

7. Seal Usage Guidelines: Procedures and guidelines for using company seal

8. Committee Terms of Reference: Standard terms of reference for various board committees

9. Dividend Payment Procedures: Detailed procedures for dividend payments and calculations

10. Virtual Meeting Procedures: Guidelines for conducting virtual and hybrid meetings

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Financial Services

Manufacturing

Technology

Retail

Healthcare

Real Estate

Construction

Energy

Transportation

Agriculture

Education

Professional Services

Telecommunications

Mining

Hospitality

Media and Entertainment

Fast-Moving Consumer Goods

Industrial

Aerospace

Automotive

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Management

Regulatory Affairs

Corporate Affairs

Risk Management

Investor Relations

Finance

Internal Audit

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Shareholder Relations Manager

Investment Director

Company Registrar

Board Chairman

Corporate Affairs Director

Chief Operating Officer

Chief Legal Officer

Regulatory Affairs Director

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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