The Memorandum of Association for Company Limited by Guarantee is a mandatory constitutional document required when establishing a non-profit company in Malaysia. This document type is specifically designed for organizations that operate without the goal of distributing profits to members and where members' liability is limited to a guaranteed amount they agree to contribute if the company is wound up. It must comply with the Companies Act 2016 and be filed with the Companies Commission of Malaysia (SSM). The document includes essential information about the company's objectives, governance structure, and member obligations. It's particularly suited for charitable organizations, professional associations, and other non-profit entities that require a formal corporate structure but don't issue shares. The memorandum must be drafted carefully to ensure it meets both regulatory requirements and the organization's long-term objectives.
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1. Name Clause: States the company's name and specifies that it is a company limited by guarantee
2. Registered Office: Specifies that the registered office of the company will be situated in Malaysia
3. Objects Clause: Details the purposes for which the company is established and the activities it will undertake
4. Limited Liability: Declaration that members' liability is limited and specification of the guarantee amount
5. Membership: Details of membership requirements, rights, and obligations
6. Prohibition of Distribution to Members: Statement that income and property cannot be distributed to members
7. Directors: Provisions regarding appointment, removal, and powers of directors
8. General Meetings: Rules for conducting general meetings and voting procedures
9. Accounts: Requirements for maintaining and auditing financial records
10. Winding Up: Provisions for dissolution and distribution of assets upon winding up
1. Shariah Compliance: Required for Islamic organizations, specifying adherence to Shariah principles
2. Branch Offices: Include when the company plans to establish branches in different locations
3. Advisory Board: For organizations requiring additional governance structure or expert guidance
4. International Operations: Include when the company plans to operate internationally
5. Specific Regulatory Compliance: For organizations in regulated sectors requiring specific compliance declarations
6. Alternate Directors: Provisions for appointment of alternate directors if desired
1. Schedule 1: List of First Members: Details of the founding members including names, addresses, and guarantee amounts
2. Schedule 2: First Directors: Details of the first directors and their particulars
3. Schedule 3: Specific Activities: Detailed list of activities the company will undertake to achieve its objects
4. Schedule 4: Internal Regulations: Detailed internal governance rules and procedures
5. Appendix A: Forms of Membership Application: Standard forms for membership application
6. Appendix B: Code of Conduct: Detailed code of conduct for members and directors
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