Constitution: Lodgement Requirements

Company Law

My previous posts touched on the need to have a shareholders’ agreement customised to meet the shareholders’ specific requirements and for the company to have a constitution with terms consistent with the shareholders’ agreement.

What’s next after the above are done?

The company must lodge the constitution with the Registrar of Companies within 30 days from adoption of the constitution. Failure to do so is an offence. On conviction, the company and its officers are liable to a fine not exceeding RM50,000.

If the constitution is amended, the company must notify the Registrar of Companies of the amendment by filing the necessary form and lodge a copy of the amended constitution within 30 days from the date a special resolution was passed to amend the constitution. Failure to do so is an offence. On conviction, the company and its officers are liable to a fine not exceeding RM10,000.

For both offences stated above, the company and its officers are liable to a further fine not exceeding RM500 for each day during which the offence continues after conviction.

#malaysiancorporatelawyer
#companiesact
#corporatelaw
#constitution

This post was first posted on Linkedin on 10 February 2021.

Due Diligence
Legal Due Diligence on Public Listed Companies in Malaysia

When conducting legal due diligence on public listed companies (PLCs) in Malaysia, the scope of due diligence is limited by the laws of insider trading. Insider trading occurs when someone uses confidential, non-public information about a company to make a profit or avoid a loss in the stock market. Therefore, …

Linkedin Post
Don’t Rush the Disclosure Letter in M&A Transactions

In M&A transactions, a disclosure letter sets out the exceptions to seller’s representations and warranties in a sale and purchase agreement for an M&A transaction (“SPA”). Instead of negotiating heavily on sellers’ representations and warranties in SPAs, it is common to provide in SPAs that sellers’ representations and warranties are …

Lawyering
Is Corporate Practice Less Stressful Than Litigation?

I was asked whether being in corporate practice is less stressful and less hectic than being in litigation practice. I think this kind of generalisation is not particularly helpful. Different law firms have different cultures and expectations of their lawyers. Clients’ demand would also determine whether a particular project or …