(English) CONSTITUTION OF COMPANIES: What To Do & Not To Do ? What are the MUST Change ? by Mah Li Chen (MAICSA Chartered Secretary)

For Credit Card Payment, click Orange Enroll Button Above this Sales Page. 👆👆👆

For Online Bank In, click this link 👉 https://learnabee.com/p/bank

For FAQ, click this link 👉 https://www.learnabee.com/p/faq

This webinar is BONUS for below audience category:

1. Companies Method Lifetime Member
2. Constitution of Companies for Private Companies Online Workshop
3. Constitution of Companies for Public Companies Online Workshop

Everything you need to know about Constitution of Companies: What To Do & Not To Do ? What are the MUST Change ?

👉 Click here to sign up (RM49)

• Unlimited Replay
• Unlimited Download of Presentation Slides & Notes
• Certificate of Completion to manually claim your CPD/CPE points.

Webinar Outline

#01 Law Relating to Constitution

• Part II Division 5 - Sections 31 to 39
• Section 619(3)
• Third Schedule - Section 212 - subject to Constitution

#02 Third Schedule vs Table A

• S 212 of CA2016: Proceedings of Board

• Constitution: Do’s
• Step by Step Procedure - Adopt a Constitution (For Private Limited Company Only)

#05 Section 33 - Effect of adopting a Constitution

#06 Section 34 - Form of Constitution

• Company limited by shares - Section 32
• Company limited by guarantee - Section 38

#07 Section 35 - Contents

• The objects of the Company
• Capacity, rights, powers or privileges
• Matters contemplated by Companies Act 2016
• Other matters
• Company registered under CA 1965 - MAA - Table A

#08 Section 36 - Alter or amend the Constitution

• Constitution: Do’s -
• Step by Step Procedure - Alter or amend the Constitution (For Private Limited Company Only)

#09 Section 37 - Court may alter or amend Constitution

• Constitution: Do’s -
• Step by Step Procedure - Court to alter or amend the Constitution (For Private Limited Company Only)

#10 Lodgement to SSM

• Date of adoption
• Date of special resolution
• Date of court order
• Penalty for failure

#11 Section 39 - Abolish Doctrine of Constructive Notice

#12 Unlimited Capacity

• Objects of the Company:
  • Allow
  • Prohibit
  • Restrict
• Ultra Vires
• Form PD2/2017

#13 Doctrine of Constructive Notice & Unlimited Capacity

• S39: Non-application of the doctrine of constructive notice
• S21: Companies have unlimited capacity

#14 No Par Value

• Need to amend legacy MAA to remove the Par Value?

#15 What are the MUST change?

• Pre-emption Rights - to contract out of s85
• Proxy:
  • Proxy as Chairman of MoM
  • Set maximum number of proxies allowed
  • Deposit of proxy
• Poll voting - automatic poll voting?
• Share Buy-back
• E-communication with shareholders (updated 20210726 - refer to S612)
• Casting vote of Chairman at Board Meeting
• Postponement of Meeting of Members
• Classes of shares
• Resignation and removal of secretary
• Arbitration

#16 Magical Phrases Relating to Constitution

• Notwithstanding Clauses on Constitution
• What does such a phrase with the word “notwithstanding” mean?

#17 Q&A Session

• Adopting Table A, can a company has a short notice for AGM?
• The fee for new company adopting constitution is RM 200, no longer 100?
• If we alter the whole M&A & change with new constitution using s36, do we still need to stamp that constitution?
• Confused with 75%. Can repeat please?
• Shares issued before commencement of Act which are partly paid need to pay up to par value?
• If the constitution mention that subject to the provision of the Art, resolution in writing signed by all member shall be valid and effective and the Act mention that subject to constitution, the resolution is passed is signed by majority, which shall be followed? Majority or all?
• Most of the new companies didn’t adopt constitution now right?
• LR Amendments 29/11/2017 seems some affecting constitution, got to amend by 2018?
• Section 85 and Section 75? Abit confused.
• For member’s written resolution should we insert the percentage of shareholdings under their names? Depending on reso then we insert the date?
• If a founder of a company (eg.the late Steve Jobs) put a clause in the constitution of the company as: “the Founder of the Company can not be removed as Director from the Company either for years”, he will be exempted to be removed from the company?

Do the founder of the company need approval from shareholders in EGM or AGM for the special clause to protect himself being removed? Even if, shareholders and Directors all approved, can they pass another resolution by them to object or withdrawn such clause in the future?

E.g. Maybe change of management with new Board of Directors wish to remove old Board of Directors including the founder and pioneers of the company?

Or by which ways to remove such clause to left the veil of protection of their positions?

• What extent a constitution can contribute to power to affect a company management/Board? Since CA 2016 put it as optional object? How significant is that?
• How much is the filing fee to SSM if to abolish existing M&A to adopt constitution on the same date?
• How much is the filing fee for adopting a constitution after incorporation?

#18 Comparative Table: Constitution vs. Main Market Listing Requirement (MMLR)

• Part C - Capital
• Part E - Transfer and Transmission
• Part F - Modification of Rights
• Part G - Borrowings
• Part H - Meetings
• Part I - Voting and Proxies
• Part J - Directors
• Part K - Accounts
• Part L - Winding Up
• Part M - Effects of these requirements

The End