Company Constitution Service

Description

• Company Constitution Service involves drafting or amending the constitution of a company, which outlines the internal governance, operational framework, and rules binding the company, its directors, and shareholders. This document ensures compliance with the Companies Act 2016 and reflects the specific needs of the company.

GOV Department

• Suruhanjaya Syarikat Malaysia (SSM) / Companies Commission of Malaysia

License Name (Malay)

• Perkhidmatan Perlembagaan Syarikat

Details

• Applicable to companies intending to adopt, amend, or replace their constitution.
• The company constitution defines:
  • Shareholder rights and obligations.
  • Roles, powers, and duties of directors.
  • Procedures for meetings, resolutions, and dividend distribution.
• Required during incorporation (optional under the Companies Act 2016) or when changes to governance are needed.
• The constitution must be approved by shareholders via special resolution and filed with SSM.

Important Rules

• The constitution must align with the Companies Act 2016 and not contain provisions contrary to the law.
• Amendments to the constitution require at least a 75% majority approval from shareholders.
• The constitution, once adopted, binds the company, its directors, and shareholders.
• Companies must ensure updated copies are filed with SSM and made available to shareholders.

Compound & Punishment

• Failure to file the constitution or amendments with SSM: Fine up to RM5,000.
• Non-compliance with the constitution: May lead to shareholder disputes or legal action.
• Inaccurate or fraudulent information in the constitution: Penalties, including fines or director disqualification, may apply.
• Failure to make the constitution accessible to shareholders: Fines or reprimands from regulatory authorities.

Advisor