According to the Companies Act 1965, all companies need to have an M&A (Memorandum and Articles of Association). Under the Companies Act 2016, the company constitution has taken the place of M&A. Thus, now, the M&A is known as the constitution as a whole. If you want to incorporate a company and you require a constitution for your company, do not hesitate to get company registration services from a corporate secretarial firm Johor Bahru.
Apart from companies limited (Also see What are the Types of Company Limited by Guarantee?) by guarantee, the companies may choose whether they want to have a constitution. For a company which has a constitution, the company, all of its directors and members shall have the powers, rights, duties as well as obligations stated in the Companies Act 2016, except for the powers, rights, duties as well as obligations that are allowed to be amended by following this Act. Also, the same modification should be made on the company constitution. For a company (Also see What are the Duties of a Corporate Secretary in a Company?) that does not possess a constitution, the company, all of its directors and members shall have the powers, rights, duties as well as obligations stated in the Companies Act 2016.
Companies may choose to adopt the company constitution through special resolution, which means that the adoption needs at least 75% of the shareholder’s votes, which shows that they are in favour of adopting the constitution. The company (Also see Disposal of Fixed Asset in a Company) constitution will not bring about any impact on the extent that the company’s offence against the provisions of the Companies Act 2016. The company is subject to the stipulations of this Act, and its constitution shall tie up itself, its directors as well as members.
The company (Also see What is Goodwill of a Company?) needs to submit the constitution to the Registrar in 30 days from the day it adopts the constitution. If the company or any officers fail to do so, they are subject to a fine not exceeding RM50,000. If it continues contravening this, it will be fined at an amount not exceeding RM500.00 for each day the offence continues after the conviction.