Memorandum and Articles of Association (Malaysia)
MEMORANDUM AND ARTICLES OF ASSOCIATION
Companies Act 2016 (Act 777) | Companies Commission of Malaysia (SSM)
Company Name: [Company Name]
SSM Registration No.: [Registration Number]
Date of Incorporation: [Incorporation Date]
Registered Office: [Registered Address], [State]
PART A — MEMORANDUM OF ASSOCIATION
PART A — MEMORANDUM OF ASSOCIATION
1. NAME
The name of the Company is [Company Name].
2. NATURE AND LIABILITY
The Company is a private company limited by shares. The liability of the members is limited.
3. SHARE CAPITAL
The initial issued and paid-up share capital of the Company is [Authorised Capital], divided into [Number of Shares] at [Share Value] each (or as otherwise determined by the Board of Directors).
4. PRINCIPAL ACTIVITIES
The principal activities of the Company are: [Principal Activity].
Secondary activity (if any): [Secondary Activity].
PART B — ARTICLES OF ASSOCIATION / CONSTITUTION
PART B — ARTICLES OF ASSOCIATION / CONSTITUTION
5. INTERPRETATION
5.1 In these Articles, unless the context otherwise requires: 'Act' means the Companies Act 2016 (Act 777) and any statutory modification or re-enactment thereof; 'Board' means the board of directors of the Company; 'Constitution' means this Memorandum and Articles of Association; 'Member' means a person whose name is entered in the Register of Members; 'SSM' means the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia).
6. PRIVATE COMPANY RESTRICTIONS
6.1 The Company is a private company (Sendirian Berhad) and accordingly: (a) the right to transfer shares is restricted as set out in these Articles; (b) the number of members of the Company shall not exceed 50, not counting current and former employees; and (c) no invitation shall be made to the public to subscribe for any shares or debentures of the Company.
7. SHARES AND SHARE CAPITAL
7.1 Subject to the Act, the Board may allot and issue shares, grant rights over shares, and convert any class of shares into another class, as permitted by the Act and this Constitution.
7.2 Any preference shares may be issued with such preferred, deferred, or other special rights, or such restrictions with respect to dividend, voting, repayment of capital, or otherwise, as the Company may from time to time by ordinary resolution determine.
8. TRANSFER OF SHARES
8.1 Subject to the pre-emption provisions in Article 8.2, shares may be transferred by an instrument of transfer in the form approved by the Board, executed by the transferor and, in the case of partly-paid shares, the transferee.
8.2 A member who wishes to transfer any shares (the 'Proposed Transfer Shares') shall first offer them in writing to the existing members in proportion to their existing shareholdings at a price to be determined by the Board (or by the auditors as valuers if the Board and the transferring member cannot agree). If the existing members do not take up all the Proposed Transfer Shares within 21 days of the offer, the transferring member may transfer the remaining shares to any person approved by the Board.
8.3 The Board may, in its absolute discretion, decline to register any transfer of shares without assigning any reason, provided such discretion is exercised in good faith and in the interests of the Company.
9. DIRECTORS
9.1 The minimum number of directors of the Company shall be one (1) and the maximum number shall be seven (7), unless otherwise determined by ordinary resolution of the Company.
9.2 The first directors of the Company are: (1) [Director 1 Name] (NRIC/Passport: [Director 1 IC]); (2) [Director 2 Name] (NRIC/Passport: [Director 2 IC]) (if applicable).
9.3 At least one director must be ordinarily resident in Malaysia at all times, as required by Section 196 of the Companies Act 2016.
9.4 The Board shall have full power to manage, direct, and supervise the business and affairs of the Company and may exercise all such powers of the Company as are not required by the Act or this Constitution to be exercised by the Company in general meeting.
10. MEETINGS OF MEMBERS
10.1 The Company shall hold an Annual General Meeting (AGM) in accordance with Section 340 of the Companies Act 2016. The AGM must be held within 6 months of the financial year end. A private company with only one member or only one class of shares may dispense with the AGM by unanimous resolution under Section 340(6).
10.2 Extraordinary General Meetings (EGM) may be convened by the Board at any time, or on requisition by members holding not less than one-tenth of the paid-up voting capital under Section 311 of the Companies Act 2016.
10.3 Notice of any general meeting shall be given at least 14 days before the meeting to all members, directors, and auditors under Section 316 of the Companies Act 2016, unless a shorter period is agreed by all members entitled to vote.
11. DIVIDENDS AND DISTRIBUTIONS
11.1 The Board may declare dividends from time to time provided the Company satisfies the solvency test under Section 131 of the Companies Act 2016 — namely, that the Company is able to pay its debts as and when they become due in the normal course of business immediately after the distribution.
11.2 No dividend shall carry interest against the Company.
12. ACCOUNTS AND AUDIT
12.1 The Company shall maintain proper accounting records and prepare financial statements in accordance with the Companies Act 2016, the Malaysian Financial Reporting Standards (MFRS) or Malaysian Private Entity Reporting Standards (MPERS) as applicable, and lodge the audited financial statements with SSM annually.
13. WINDING UP
13.1 In a winding up, if the assets available for distribution among the members shall be more than sufficient to repay the whole of the paid-up share capital, the excess shall be distributed among the members in proportion to their shareholdings at the commencement of the winding up.
EXECUTED as a deed by the subscribers on the date of incorporation stated above.
First Director / Subscriber: [Director 1 Name]
NRIC / Passport: [Director 1 IC]
Second Director / Subscriber (if applicable): [Director 2 Name]
NRIC / Passport: [Director 2 IC]
First Director / Subscriber
________________
Signature
Second Director / Subscriber
________________
Signature
What Is a Memorandum and Articles of Association (Malaysia)?
A Memorandum and Articles of Association in Malaysia records the governing rules and procedures that bind the body and its members.
The Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia, SSM) is the statutory body under the Ministry of Domestic Trade and Cost of Living that administers company registration, maintains the Register of Companies, and enforces compliance with the Companies Act 2016. All constitutional documents must be lodged with SSM via the MyCoID portal at the time of incorporation or upon any amendment.
For a private company (Sendirian Berhad, Sdn. Bhd.), the M&A or Constitution must, under Section 28 of the Companies Act 2016, restrict the right to transfer shares, limit the number of members to not more than 50 (excluding employees and former employees), and prohibit any invitation to the public to subscribe for shares or debentures. These restrictions distinguish a Sdn. Bhd. from a public company (Berhad, Bhd.) listed on Bursa Malaysia.
A company that opts not to adopt a Constitution is governed by the replaceable rules set out in Schedule 1 to the Companies Act 2016 by virtue of Section 31. These replaceable rules cover meetings, directors' powers, dividend declarations, and winding-up procedures. However, most Sdn. Bhd. companies adopt a tailored Constitution to reflect specific shareholder arrangements, weighted voting rights, pre-emption clauses, and dividend policies that differ from the statutory defaults.
The stamp duty position for share capital under a new M&A or Constitution is governed by the Stamp Act 1949 (Act 378). Instrument of transfer of shares attracts ad valorem duty at RM3 per RM1,000 or part thereof of the consideration or market value, whichever is higher, under Item 32 of the First Schedule to the Stamp Act 1949. The M&A document itself, when lodged with SSM, attracts a nominal lodgement fee rather than stamp duty on the authorised capital.
The legal framework governing the Memorandum and Articles of Association (Malaysia) in Malaysia draws on several key statutes and regulatory bodies. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Parties executing a Memorandum and Articles of Association (Malaysia) in Malaysia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2016 (Act 777) sets the foundational requirements.
When Do You Need a Memorandum and Articles of Association (Malaysia)?
A Memorandum and Articles of Association is needed in Malaysia whenever a company is being incorporated or when an existing company's constitutional arrangements require formal amendment.
A Memorandum and Articles of Association is required when two or more persons, or a single person in the case of a single-member company under Section 11 of the Companies Act 2016, wish to incorporate a private company (Sdn. Bhd.) and must lodge constitutional documents with SSM via the MyCoID online portal.
An M&A or Constitution is needed when a company transitions from a private company to a public company (Berhad) under Sections 42 to 44 of the Companies Act 2016, requiring a new or amended Constitution to remove the private company restrictions on share transfers and membership limits.
An amended Articles or Constitution is required when shareholders resolve to alter the company's share capital structure — for example, subdividing shares, consolidating shares, or converting ordinary shares to preference shares — under Sections 84 to 89 of the Companies Act 2016, with the special resolution and amended Constitution lodged with SSM within 30 days.
A Constitution amendment is needed when a company wishes to introduce weighted voting rights, reserve certain decisions for supermajority approval, or create class rights for different categories of shareholders — arrangements that the default replaceable rules in Schedule 1 of the Companies Act 2016 do not provide.
For companies seeking external financing from venture capital firms or private equity investors, a tailored M&A or Constitution is required to incorporate drag-along rights, tag-along rights, anti-dilution protections, and reserved matters — provisions that Malaysian courts have consistently upheld as contractually binding on all members under Section 33(1) of the Companies Act 2016.
Parties in Malaysia should prepare a Memorandum and Articles of Association (Malaysia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Memorandum and Articles of Association (Malaysia)
A Memorandum and Articles of Association or Constitution for a Malaysia company must contain the following essential elements.
Company Name: The proposed company name must be approved by SSM prior to incorporation under Section 26 of the Companies Act 2016. For a private company, the name must end with 'Sendirian Berhad' or 'Sdn. Bhd.' For a public company, the name must end with 'Berhad' or 'Bhd.' SSM applies guidelines prohibiting names that are identical or similar to existing registered names, names containing restricted words, or names contrary to public interest.
Nature of Company and Liability: The document must state whether the company is limited by shares (the most common form under Section 10(1)(a) of the Companies Act 2016), limited by guarantee, or unlimited. For a company limited by shares, the liability of each member is limited to the amount unpaid on their shares.
Share Capital: The authorised share capital (for pre-2017 companies) or the initial issued share capital (for post-2017 companies) must be stated, specifying the number of shares, class of shares (ordinary, preference), par value if applicable, and the rights attaching to each class. Under the Companies Act 2016, the concept of par value for new shares has been abolished by Section 74.
Private Company Restrictions: Under Section 28 of the Companies Act 2016, the Constitution must contain the three mandatory private company restrictions: prohibition on share transfer to non-approved persons, cap on membership at 50, and prohibition on public invitations to subscribe for shares or debentures.
Directors' Powers and Duties: The Constitution should specify the minimum and maximum number of directors, the procedure for appointment and removal under Section 206 of the Companies Act 2016, directors' powers to manage the business, quorum requirements for board meetings, and the CEO/managing director role if applicable.
Meetings of Members: Provisions for calling and conducting Annual General Meetings (AGMs) under Section 340 of the Companies Act 2016, extraordinary general meetings (EGMs), notice periods (minimum 14 days under Section 316), quorum, voting rights, and proxy appointments under Section 334.
Dividends and Distributions: The dividend policy, specifying whether dividends are declared by the directors alone or require member approval, and the solvency test requirement under Section 131 of the Companies Act 2016, which requires directors to be satisfied on reasonable grounds that the company will be solvent immediately after the distribution.
Shares Transfer Restrictions: Pre-emption rights requiring a transferring member to first offer shares to existing members at a price determined by the directors or auditors, and director discretion to decline registration of a transfer to protect the private character of the company.
Additional compliance elements for a Memorandum and Articles of Association (Malaysia) used in Malaysia include: Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
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year = {2026},
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note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
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Frequently Asked Questions
Under the Companies Act 2016 (Act 777), which came into force on 31 January 2017, new companies incorporated in Malaysia are no longer required to file a Memorandum of Association. The Memorandum of Association requirement was abolished, and companies now file only a Constitution (equivalent to the old Articles of Association) or, if they choose not to adopt a Constitution, are governed by the replaceable rules in Schedule 1 of the Companies Act 2016 under Section 31. For companies incorporated before 31 January 2017, the existing Memorandum and Articles of Association remains valid as a combined constitutional document until the company adopts a new Constitution by special resolution under Section 35. The SSM transitional provisions gave existing companies until 31 January 2020 to decide whether to adopt a new Constitution. Companies that did not adopt a new Constitution by that date continue to be governed by their old M&A, with the M&A treated as if it were a Constitution under the 2016 Act.
Under the Companies Act 2016, the document that governs a company's internal affairs is called a Constitution, which is the direct replacement for the old Articles of Association used under the repealed Companies Act 1965. Functionally, a Constitution serves the same purpose as Articles of Association — it sets out the rules for shareholders' meetings, directors' powers, share transfers, dividends, and winding-up. The key difference is that the Companies Act 2016 also abolished the Memorandum of Association, meaning the Constitution is now the single constitutional document rather than one of two. Another important change is that adopting a Constitution is now optional under Section 31 of the Companies Act 2016 — companies that do not adopt a Constitution are governed by the statutory replaceable rules in Schedule 1. Under the old Companies Act 1965, Articles of Association were mandatory. Most Sdn. Bhd. companies choose to adopt a Constitution to tailor their internal governance rather than rely on the default replaceable rules.
A Malaysia company can amend its Constitution (or the surviving M&A of a pre-2017 company) by passing a special resolution under Section 36 of the Companies Act 2016. A special resolution requires the approval of at least 75% of members entitled to vote, either at a general meeting or by written resolution if the company's Constitution permits. After the special resolution is passed, the company must lodge the amended Constitution or a copy of the special resolution with SSM via the MyCoID portal within 30 days of passing the resolution, under Section 36(2). The lodgement fee payable to SSM is RM20 per filing as of 2024. Failure to lodge within 30 days renders the company and every officer in default liable to a fine not exceeding RM50,000 under the Companies Act 2016. If the amendment relates to a change of company name, a separate name approval from SSM is required before the special resolution is passed.
Yes, a Malaysia Sdn. Bhd. can operate without adopting a Constitution under Section 31 of the Companies Act 2016. If no Constitution is adopted, the company is governed entirely by the replaceable rules set out in Schedule 1 to the Act. The replaceable rules cover the core governance matters including the appointment and removal of directors, conduct of meetings, declaration of dividends, and share transfers. However, operating without a Constitution has practical limitations: the replaceable rules do not provide for share transfer restrictions beyond the mandatory private company restrictions required by Section 28, they do not address weighted voting rights or class rights, and they do not allow the customisation of reserved matters or supermajority thresholds. Most investors, banks, and sophisticated business partners expect a Sdn. Bhd. to have a Constitution to provide certainty on governance. Companies seeking bank financing or entering shareholders' agreements typically need a Constitution to reflect the agreed governance arrangements.
The lodgement of a Constitution with the Companies Commission of Malaysia (SSM) is governed by Section 35 and Section 36 of the Companies Act 2016. For a new incorporation, the Constitution (if the company chooses to adopt one) must be lodged as part of the incorporation application via the MyCoID online portal. For an existing company adopting a new Constitution or amending an existing one, the special resolution and the Constitution must be lodged with SSM within 30 days of the resolution date under Section 36(2). The documents must be submitted in the prescribed SSM Form together with the lodgement fee of RM20. For constitution amendments involving a change of company name, the SSM name search and approval under Section 26 must be completed first, and the name change form (Form 11) must be lodged concurrently. SSM can reject a Constitution that does not comply with the mandatory requirements of the Companies Act 2016, including the private company restrictions under Section 28.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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