CRG660

Corporate
Secretarial Practices

wnb2O2O COMPANY’S CONSTITUTION

Constitutions
Constitution is a statutory contract between the company
and members, and between the members themselves.

The constitution is binding on the company and the

members to the same extent as if the constitution had
been signed and sealed by each members.

It contained covenants on each member to observe all

provisions in the constitution.

CRG
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What is
Company Constitutions? CRG
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• The company Constitution (previously

known as the Articles and Memorandum
of Association) is a legal document which
sets out the objects and powers of a
company and also governs the internal
affairs and management of the company.

• Constitution also acts as a contract

which binds the company, its
shareholders and also the directors, and
may contain covenants and procedures
which they would have to comply with.
Is it mandatory to have
Company Constitutions? CRG
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• Previously under the Companies Act 1965, any companies

limited by shares (CLBS) were statutorily required to have
a Memorandum (MOA) and an Article of Association (AOA).

• Section 31 CA2016 provides that a company, other than company

limited by guarantee, may or may not have a Constitution.
• If the company has a Constitution: The rights, powers, duties and
obligations permitted to be modified in accordance with the Act
are so modified by the Constitution.
• If the company has no Constitution: The rights, powers, duties and
obligations of the directors and shareholders would be governed
by the CA 2016.

• Section 38(1) CA2016 states that a company limited by

guarantees (CLBG) shall have a Constitution.
May a company adopt a
Company Constitutions? CRG
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• Section 32 CA2016 states that a company may adopt a Constitution

and the adoption shall be by way of special resolution.

• The Constitution has no effect to the extent that it contravenes or

is inconsistent with the provisions of the Companies Act.

• The Constitution adopted shall binding on the company, its directors

and its members.

• The company shall lodge the Constitution with the Registrar within
30 days from the adoption of a Constitution.
• The company and every officer who contravene this commit an offence
and shall, on conviction, be liable to a fine not exceeding RM50,000 and,
in the case of a continuing offence, to a further fine not exceeding
RM500 for each day during which the offence continues after conviction.
What should be included in
Company Constitutions? CRG
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Section 35 CA2016 states that a Constitution may

contain provisions or clauses related to:

The objects of the company Section 18(1) CA1965,

MOA must contain
The capacity, rights, powers or privileges of the the following clauses:
company if the provision restricts such capacity, 1. Name
rights, powers or privileges. 2. Objects
3. Capital
Matters contemplated by this Act to be included 4. Limited liability
in the Constitution 5. Subscribers
6. Registered office
Any other matters as the company wishes to
include in its Constitution Sample 1: IOI Corporation
Sample 2: Sunway Lagoon
Can we alter
Company Constitutions? CRG
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• The CA 2016 sets out certain procedures which allows for the
alteration of a Constitution by the company.

• Section 36(1) of the CA 2016 stipulates that alteration of a

Constitution is done by way of a passing of a special resolution
which requires a majority vote of 75% by the shareholders who
are entitled to vote.

• However, alteration to the Constitution may also be subjected

to certain restrictions (e.g. if a provision under the Constitution
expressly prohibits it to be altered) and should only be done if
it is “bona fide for the benefit of the company as a whole”.
Alteration of Constitution
by the Company CRG
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Company Special resolution

NOTIFICATION OF
ALTERATION OR
Registrar
AMENDMENT TO
CONSTITUTION Within 30 days of passing
the special resolution,
together with a copy of
the amended Constitution
Alteration of Constitution
by the Court CRG
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Application by
directors or Court
members

Court Order
NOTIFICATION OF
ALTERATION OR
Company Registrar
AMENDMENT TO
CONSTITUTION BY Within 30 days from the
COURT ORDER date of the Court Order,
together with a copy of
the amended Constitution
Procedures of Alteration
Name Clauses CRG
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Certificate of Change of Name
Board Secretary

Name search CCM

Form 13A, fee RM50

Approved, reserved
the name for 30 days

• A copy of the application and

reservation for availability of
Hold a general
names
meeting • A copy of the email for the
approval notification of the
• reservation of name
Pass special • Registration fee RM100
resolution to
SSM-Guidelines change the name Within 30 days from the date of
approval of the company name.
Chapter’s Tutorial CRG
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• JUNE 2019:
• Briefly explain about a company’s Constitution in
place of Memorandum and Articles of Association.

• JAN 2018:
• State four (4) of the clauses required to be included in
the Memorandum of Association pursuant to Section
18(1) of the Companies Act 1965.