MEMORANDUMS AND ARTICLES OF ASSOCIATION
1. What is the memorandum of association?
The memorandum is a single-page document that the original members (shareholders or guarantors) of a limited company must subscribe (add) their names to. By signing this document, the ‘subscribers’ are stating their intention to form a company and become part of it. The format of this legal document cannot be altered prior to company formation, not can subscribers’ names be changed or removed after incorporation – this is a historical document that will always remain the same, regardless of whether any original members leave or new members join the company.
2. What are articles of association?
The articles consists of multiple pages and it forms the constitution of a limited company. This document is essentially an internal rulebook that states the way in which a company should be structured and managed in terms of the following:
A company’s articles will be displayed on public record. They can be changed at any time after incorporation at a general meeting of members.
**Memorandum and Articles of Association are legal documents of a company thatare required to be lodged with Suruhanjaya Syarikat Malaysia upon the registration of a company. Companies may alter these documents to suit their own particular methods and procedures which they intend to adopt. In general, however, the documents are often left untouched as they contain broad provisions and offer appropriate guidance for companies in how to conduct their affairs.
3. Can I change the memorandum after company formation?
No, this document can never be amended. Members may come and go, and such details must be updated in your company’s statutory register of members and on public record, but the memorandum will remain in its original form for the life of your company.
4. Can I change the articles after company formation?
Yes, you can change the articles of a profit-making company limited by shares or guarantee at any time after incorporation. Changes must be agreed by a 75% majority of the company’s members who will cast their votes at a general meeting and pass a special resolution.
When changes have been agreed, a copy of the resolution and updated articles must be filed with Companies House within 15 days.
1. What is the memorandum of association?
The memorandum is a single-page document that the original members (shareholders or guarantors) of a limited company must subscribe (add) their names to. By signing this document, the ‘subscribers’ are stating their intention to form a company and become part of it. The format of this legal document cannot be altered prior to company formation, not can subscribers’ names be changed or removed after incorporation – this is a historical document that will always remain the same, regardless of whether any original members leave or new members join the company.
2. What are articles of association?
The articles consists of multiple pages and it forms the constitution of a limited company. This document is essentially an internal rulebook that states the way in which a company should be structured and managed in terms of the following:
- How decisions can and must be made.
- The rights, duties and liability of members.
- The duties, responsibilities and powers of directors.
- Share capital – issuing and transferring shares.
- Distribution of profits.
- Appointing and removing directors.
- Whether a company secretary is required.
- All other administrative matters relating to the company.
A company’s articles will be displayed on public record. They can be changed at any time after incorporation at a general meeting of members.
**Memorandum and Articles of Association are legal documents of a company thatare required to be lodged with Suruhanjaya Syarikat Malaysia upon the registration of a company. Companies may alter these documents to suit their own particular methods and procedures which they intend to adopt. In general, however, the documents are often left untouched as they contain broad provisions and offer appropriate guidance for companies in how to conduct their affairs.
3. Can I change the memorandum after company formation?
No, this document can never be amended. Members may come and go, and such details must be updated in your company’s statutory register of members and on public record, but the memorandum will remain in its original form for the life of your company.
4. Can I change the articles after company formation?
Yes, you can change the articles of a profit-making company limited by shares or guarantee at any time after incorporation. Changes must be agreed by a 75% majority of the company’s members who will cast their votes at a general meeting and pass a special resolution.
When changes have been agreed, a copy of the resolution and updated articles must be filed with Companies House within 15 days.