Malaysia: Governing Laws/Bylaw Requirements

There are generally no requirements for bylaws or articles of constitution for Malaysian companies limited by shares. The Company Act of 2016 states in 5.31(1), “A company, other than company limited by guarantee, may or may not have a constitution.”

According to the Company Act, 5.31(1), “Subject to the provisions of this Act, the constitution of a company may contain provisions relating to—

  • the objects of the company;
  • the capacity, rights, powers or privileges of the company if the provision restricts such capacity, rights, powers or privileges;
  • matters contemplated by this Act to be included in the constitution; and
  • any other matters as the company wishes to include in its constitution. “

Companies limited by guarantee are required to have constitutions. According to the Company Act 5.38(3): “The constitution shall state—

  • that the company is a company limited by guarantee;
  • the objects of the company;
  • the capacity, rights, powers and privileges of the company;
  • the number of members with which the company proposed to be incorporated;
  • matters contemplated by this Act to be included in the constitution; and any other matters as the company wishes to include in its constitution.” (Source)

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