The Model Memorandum of Association is a crucial document required during the incorporation of a company in Malaysia, governed by the Companies Act 2016. This document serves as the foundation of the company's existence and outlines its fundamental structure and purposes. It must be filed with the Companies Commission of Malaysia (SSM) during incorporation and includes essential details such as the company's name, objectives, share capital structure, and the nature of liability of its members. The Model Memorandum of Association is particularly important as it defines the scope of the company's activities and sets the boundaries within which the company can operate. Any future amendments to this document require special procedures and shareholder approval, making it crucial to draft it carefully with consideration for future business needs.
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1. Company Name: States the approved name of the company as registered with the Companies Commission of Malaysia (SSM)
2. Company Status: Declares whether the company is private or public, and limited by shares or guarantee
3. Objects Clause: Specifies the main business activities and purposes of the company
4. Share Capital: Details of the company's authorized share capital, types of shares, and rights attached to different classes of shares
5. Members' Liability: States that the liability of members is limited to their share capital contribution or guarantee amount
6. Powers of the Company: Lists the powers the company may exercise to carry out its objects
7. Initial Subscribers: Names and details of the founding members/shareholders and their initial shareholdings
1. Additional Share Classes: Include when the company needs multiple share classes with different rights and restrictions
2. Specific Business Restrictions: Include when the company needs to limit certain business activities or comply with specific regulatory requirements
3. Foreign Ownership Provisions: Include when the company has or anticipates foreign shareholders and needs to comply with foreign ownership restrictions
4. Islamic Business Compliance: Include when the company needs to operate in accordance with Shariah principles
5. Special Rights Provisions: Include when certain shareholders are to be given special rights or privileges
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions
2. Schedule 2: Initial Subscribers Details: Complete information about initial subscribers including identification details and shareholding
3. Schedule 3: Reserved Matters: List of decisions requiring special approval procedures
4. Appendix A: Prescribed Objects: Detailed list of business activities the company is authorized to undertake
5. Appendix B: Standard Powers: Comprehensive list of powers granted to the company to achieve its objects
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