License / Permit / Service Description
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Professional Company Constitution preparation, adoption, amendment, and statutory lodgement services for companies in Malaysia. We assist with the review of existing corporate requirements, drafting of a new constitution, adoption of a constitution for an existing company, amendment of constitution clauses, preparation of special resolutions, and submission coordination with the Companies Commission of Malaysia (SSM). Our service is suitable for Sdn. Bhd., Berhad, Company Limited by Guarantee, holding companies, companies with multiple shareholders, family businesses, joint ventures, and companies undergoing corporate restructuring.
Related Departments / Regulatory Bodies
- Companies Commission of Malaysia (SSM) / Suruhanjaya Syarikat Malaysia
- Appointed Licensed Company Secretary
- SSM Corporate Registry System (CRS) / MyCoID, where applicable
- Shareholders and Board of Directors
- Relevant licensing authority or regulatory body, where applicable
License Name ( Bahasa Malayu )
- Penerimaan Perlembagaan Syarikat
Application Scenarios & Business Necessity
- Newly incorporated company wishes to adopt its own Company Constitution
- Existing company wishes to adopt a Company Constitution
- Company needs to amend clauses in its existing constitution
- Company Limited by Guarantee requires a constitution
- Company has multiple shareholders and requires clearer rights, responsibilities, and decision-making rules
- Company is entering into a joint venture, investment, partnership, or shareholders’ arrangement
- Company is restructuring its shareholding, management, or corporate governance structure
- Company requires specific rules on share transfers, director appointments, voting rights, meetings, or dividend matters
- Company needs to meet the requirements of a bank, investor, tender, regulator, or licensing authority
- Company wishes to replace outdated Memorandum and Articles of Association with an updated constitution
Important Rules & Compliance Standards
- A Company Constitution must not be inconsistent with the Companies Act 2016 or other applicable laws.
- A company limited by shares may choose whether to have a constitution.
- A Company Limited by Guarantee is required to have a constitution.
- Adoption of a new constitution or amendment to an existing constitution generally requires a special resolution by the company.
- The constitution or amendment must be lodged with SSM within the required statutory timeline.
- The company must ensure that its constitution reflects its actual corporate structure, shareholding arrangements, and governance requirements.
- Directors and shareholders must comply with the constitution after it has been adopted.
- A Company Constitution does not replace statutory requirements under the Companies Act 2016.
- Legal, tax, investment, or regulatory advice may be required for complex clauses or specialised corporate arrangements.
Compound & Legal Penalties
- Rejection or non-acceptance of lodgement due to incomplete or non-compliant documents
- Requirement to rectify, revise, or resubmit the constitution or related resolutions
- Compliance issues if the company acts contrary to its constitution
- Disputes among shareholders, directors, or investors due to unclear governance provisions
- Delays in bank facilities, investment, tenders, licensing, or corporate transactions
- Potential enforcement action or legal consequences for non-compliance with statutory requirements
- Legal proceedings in serious cases involving improper corporate governance or shareholder disputes
Frequently Asked Question
A Company Constitution is a legal document that sets out the internal rules, governance structure, and decision-making procedures of a company.
No. A constitution is generally optional for companies limited by shares, such as Sdn. Bhd. and Berhad. However, it is compulsory for a Company Limited by Guarantee.
Yes. An existing company may adopt a constitution through the appropriate corporate approval and lodgement process.
Yes. A company may amend its constitution, subject to the Companies Act 2016, the company’s internal approval requirements, and the appropriate statutory lodgement.
A special resolution is a resolution passed by shareholders with the required majority under the Companies Act 2016 and the company’s constitution.
It may include clauses on shares, share transfers, directors, voting rights, meetings, dividends, decision-making procedures, and other corporate governance matters.
Yes. A constitution may include provisions on the transfer, sale, or approval of shares, subject to applicable law.
Yes. The adoption or amendment of a constitution must be lodged with SSM through the relevant statutory process.
A properly drafted constitution can provide clearer rules on shareholders’ rights, voting, share transfers, and company management, which may help reduce future misunderstandings or disputes.
Yes. Conzlab can assist with document coordination, constitution preparation, special resolution documentation, submission coordination with the appointed licensed Company Secretary, and compliance follow-up.
Jeffrey Eh Hao Yih , Director
Jeffrey has been providing expert guidance for businesses dealing with ongoing challenges. With his expertise, he aids clients in strategic business planning, streamlining operations, and enhancing productivity. Additionally, Jeffrey offers diverse business technology services to help digitize traditional businesses effectively.
