What is Memorandum and Articles of association ?


Memorandum and Articles of association are primary legal document of a company ,by which company will conduct daily business , however this  the content which of which must not infringe or over-ride any of the previous and requirement of the company act 1965 .

The contents of the Memorandum and Articles include :

  • The name of the company (which must end with the words “Sendirian Berhad” if it is a private company, or just “Berhad” if it is a public company);
  • The situation of the company’s registered office;
  • The objects of the company, i.e the nature of business intended to be carried out;
  • That the liability of the members is limited
  • The nominal amount of the authorized share capital with which it is proposed to register the company and the division of such capital into shares of a fixed amount; and
  • The association clauses

 Both Memorandum and Articles of association have to be filed to the suruhanjaya syrikat malaysia at the time of incorporation or there is any change thereafter. The “Memorandum of Association” must be signed by at least two subscribers; duly dated. The signature of each subscriber must be witnessed by a third person. Each of the subscribers must undertake to subscribe for one or more shares of the company.

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