THE COMPANIES ACT 2016

MALAYSIA

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PRIVATE COMPANY LIMITED BY SHARES

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THE CONSTITUTION

of

ABC Sdn Bhd

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Incorporated on the day of .

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CONTENTS

1. PRELIMINARY
a. Introduction - This is the Constitution of the
Company of <Company Name>
i. if brought forward from CA 1965 -
“incorporated under the Companies Act 2016”
(simply); or
ii. if adopted under the Companies Act 2016 -
“adopted by way of a special resolution on
<date>”; or
iii. if altered/amended along the way - “altered or
amended by way of a special resolution on
<date>” (Note: if effective date is later than
the special resolution date to add - “and shall
take effect or is effective from <date>”.

2. INTERPRETATION - list out the terms of words used in

the Constitution

Example

Interpretation

5. (1) In this Constitution -

“Act” means Companies Act 2016

 “Board” shall have the same meaning as the Companies Act
2016

“Directors” shall have the same meaning as the Companies Act

2016

“general meeting” means a meeting of members of the Company

“Member” means a member of the Company

“Registrar” means the Registrar designated under subsection

20A(1) of the Companies Commission of Malaysia
Act 2001 [​Act 614];

“seal” means the common seal of the Company

“Secretary” means the secretary of the Company

(2) In this Constitution -

(a) Expression referring to writing include, unless the contrary intention appears,
references to printing, lithography, photography and other modes of representing or
reproducing words in a visible form; and

(b) Words or expressions contained in this Constitution shall bear the same meaning as in
the Act or any statutory modification thereof in force at the date at which these
Constitution become binding on the Company.

(c) words or expressions contained in these regulations shall be interpreted in accordance

with the provisions of the Interpretation Act 1948 and 1967 [​Act 388], and of the Act as in
force at the date at which these regulations become binding on the company.

Gender:

3. OBJECTS
a. Options available -
i. Status quo -
 1. old Memorandum with the whole strings
of objects (very wide - Cotman V
Brougham (1918)’s clauses); or
2. the 3 clauses as allowed by SSM over the
last many years (Note: the MSIC code
(practical issue)); or

ii. No objects clauses -

1. Remove them; or
2. Never had them from incorporation; or

iii. Adopt object clauses -

1. Choose the objects clauses and
incorporate into the Constitution bearing
in mind the MSIC Code (practical issue).

4. DIRECTORS
a. Number;
b. Appointment and tenure and and terms of
appointment;
c. Retirement;
d. Removal and procedure;
e. Proceedings of the Board
f. Remuneration, reimbursements;
g. Types of directors -
i. Managing Director;
 ii. Alternate Director; and/or
iii. Associate Director

h. Reserved matters
i. Prohibitions or restrictions of powers - eg. reserved
matters;
j. Indemnity

5. MEMBERS
a. Number;
b. Meetings of members (AGM & EGM);
c. Proceedings of general meetings;
d. Proxies
e. Postponement of general meeting
6. SECRETARY
a. Appointment and term of office - termination;
b. Resignation;
c. Removal.
7. SHARES
a. Valuation;
b. Pre-emptive rights to new shares (s85)
8. ACCOUNTS
9. WINDING-UP
10. NOTICE
11. SEAL - (important at least for now because some other
acts such as the National Land Code still needs the use of
the Common Seal)
12. SIGNATURES

OF LESSER IMPORTANCE OR ONLY IF APPLICABLE

ARE THE FOLLOWING :-

1. Types of shares (s69) - eg. Preference shares (applicable

only if a company has or intends to issue preference
shares);
2. Stocks - eg. conversion to stocks;
3. Share Certificate (if company still intends to continue to
make use of the leftover share certificates; or wants
share certificate to be issued to shareholders to show
exactly the number of shares held by each or whatever
other reasons.)

Comments: A company need not issue any share certificate

unless the Constitution provides for such share certificate to
be issued or on the request from a shareholder to issue a
share certificate. So if Constitution is silent on the share
certificate, does it mean that shareholder could still request
for a share certificate to be issued? Or must the Constitution
expressly provides that the company does not have any share
certificate?
Issuance of share certificate

97. (1) A company shall not be required to issue a share

certificate unless an application by a shareholder for a share
certificate relating to the shareholder’s shares in a company
has been received or otherwise provided by its constitution.

My proposal for inclusion in the Constitution

The Company shall no longer have any share certificate with effect from the adoption of this Constitution
and any share certificate issued prior to this shall be deemed to have been cancelled and of no effect
whatsoever.

Note: If a company wants to continue to issue the share certificates, then it must provide for it expressly
in the Constitution due to the wording of s97 - “A company shall not be required to issue a share
certificate …. unless otherwise provided by its constitution.”

Therefore, must provide in the constitution as follows:-

8. Every person whose name is entered as a member in the register of members shall be entitled without
payment to receive a certificate under the seal of the company in accordance with the Act but in respect of
share or shares held jointly by several persons the company shall not be bound to issue more than one
certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to
all such holders. ​(Note: Already in the CA2016 - s295 - “the joint holders shall be considered as one
shareholder.” but nothing was mentioned about issuance of share certificate to joint holders. So the above
as provided in Table A can be incorporated into the constitition.)

Table A CA 2016

Art 20 S105(1)

Subject to these regulations any member
may transfer all or any of his shares by
instrument in writing in any usual or common
form or in any other form which the directors
may approve. The instrument shall be
executed by or on behalf of the transferor
Subject to other written laws, any
shareholder or debenture​ ​holder may transfer
all or any of his shares or debentures in the
company by a duly executed and stamped
instrument of transfer and shall lodge the
transfer with the company.
and the transferor shall remain the holder of
the shares transferred until the transfer is
registered and the name of the transferee is
entered in the register of members in respect
thereof.
Subject to these regulations any
member other written laws, any shareholder
or debenture ​holder may transfer all or any of
his shares by instrument or debentures in
writing in any usual or common form or in
any other form which the directors may
approve. The instrument shall becompany by
a duly executed by or on behalf of the
transferor and the transferor shall remain the
holder of the shares transferred until the
stamped instrument of transfer is registered
and the name of the transferee is entered in
the register of members in respect
thereof.shall lodge the transfer with the
company.

4. Calls on shares (s82(3) - if company has not fully paid or

uncalled shares or intends to issue partly paid shares.