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.

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

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