Name Student ID

Foo Wei Zhi D150525C

Wan Siew May D150487C
Oh Wei Kang D150483C
Tan Jun Yuan D150521C
Tan Jun Yu D150508C
 Defined as legislation

 Function of company law

 ​Meaning of the incorporation

 Question 1 :
What are the
implications of this
change?
• Constitution is a document that contains the
rules agreed between the participants in the
companies.

• consisted of two documents

- memorandum of association(MA)
- articles of association(AA)
 Memorandum of Association(MA)
contents of memorandum
of association

1. name of the company

2. object clause
3. Share capital clause
4. liability clause
5. Association clause
 Articles of association(AA)
• Internal constitution of a company
• Governs the internal management and
administration of the company
If not choose to have constitution,

 no longer have to register objects

 the members in the company may confuse that
what they can do or cannot do without object
clause
 cause them to conduct doctrine of ultra vires
If have constitution,
 may decide their method in passing the
resolution

if have no constitution,
 it deemed to follow what had provided by the
law
If have constitution,
 may appoint someone to be a life director which
the person will be the director of the company in
the lifetime as long as the company still going on
or the director can only be removed by passing a
special resolution

If no have constitution,
 appointment and removal of directors may also
have conflict
 may adopt Table A as their article of association
 Question 2 :

In your opinion, in the absence of a

strict requirement for constitution,
has the Companies Act 2016
provided for an efficient framework
and governance?
We agreed that the Companies Act 2016 has
provided an efficient framework and governance
in the absence of a strict requirement for
constitution.
• Section 18(1) CA 1965
-Memorandum and Articles of Association is
compulsory for incorporation

• Section 31 (1) CA 2016

-Memorandum and Articles of Association is
optional for incorporation
• Section 31 (2) CA 2016
• Section 31 (3) CA 2016
-we can conclude that the company’s each director
and each member of the company will still have the
rights, powers, duties and obligations if a company has
no constitution.
 Section 18 (1) (b)
-the object clause of a company defines a
company's capacity to carry out commercial
activities in its Memorandum of Association
• powers of a company are
defined in the Third Schedule
under CA1965.
• But in CA 2016, a company may
choose not to specify its objects
due to refuse of adopt a
constitution
 Without adopt company constitution:

• No more object clause provides unlimited

capacity for company.

• The company can carry on any lawful

business or activity together with full
rights, powers and privileges unless the
constitution provides otherwise.

• Other than that, it removes the burden on

third parties to verify if a company has
capacity to enter into a transaction.
• Compare with Section 26 (1) CA1965 and Section
41(1) CA2016.

• Both section provides that a public company having a

share capital may convert to a private company by
passing a special resolution.

• It prove that CA 2016 is efficient and governance.

• Section 50 (1) Companies Act 2016
-​every company shall keep a register of its members and
record in register
• Section 291(1) Companies Act 2016
-an ordinary resolution of the members or a class of
members of a company means a resolution passed by a
simple majority of more than half such members.

• ​Section 36(1) Companies Act 2016

-​a company having a constitution may, by a special
resolution, alter or amend its constitution unless the
constitution itself prohibits the alteration or amendment
• Section 23 (1) Companies Act 1965
• Section 28 (1) Companies Act 2016
-Different is that Section 23 (1) Companies Act
1965 have contravention
• Section 23 (3) CA 1965
-If Registrar was directly it shall change within six
weeks after the date of directs unless the Minister
written notice

• Section 28(1) CA 2016

- Company shall notice the Registrar for change of
company name within 30 days after passing special
resolution
• Section 32 (1) CA 1965
• Section 38 (5) CA 2016
- Company limited by guarantee and not having
a share capital in MA and AA purporting to
give any person a right to participate in
divisible profit of company.
• Section 32 (2) CA 1965
- Every provision in MA and AA or any resolution
of company limited by guarantee purporting to
divide the undertaking of company into share or
interest shall treat as provision for share capital.
 Section 21
CA 1965 cannot CA 2016 special
change resolution
 Section 21
CA 1965  should pass all CA 2016  can passing by
the decision of effect the special resolution ,  30
constitution  , 14 days days