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Articles Of Association For Company Limited By Guarantee Template for Malaysia

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Key Requirements PROMPT example:

Articles Of Association For Company Limited By Guarantee

"I need Articles of Association for a Company Limited by Guarantee for a new educational foundation in Malaysia, to be established by March 2025, with provisions for an international advisory board and the ability to operate branch campuses across Southeast Asia."

Document background
Articles of Association For Company Limited By Guarantee is a crucial legal document required when establishing a non-profit organization in Malaysia under the Companies Act 2016. This structure is commonly used for charitable, educational, or public benefit organizations where members guarantee a nominal sum in the event of company dissolution, rather than holding shares. The document serves as the company's constitution, detailing its governance structure, membership rules, operational procedures, and objectives. It must comply with Malaysian regulatory requirements and typically includes provisions for member admission, board composition, meeting procedures, and asset distribution restrictions. This document is essential for registration with the Companies Commission of Malaysia (SSM) and provides the framework for the organization's entire operation and governance.
Suggested Sections

1. Interpretation: Definitions of key terms used throughout the Articles

2. Company Name and Type: Declaration of company name and its status as a company limited by guarantee

3. Registered Office: Location of the company's registered office in Malaysia

4. Objects and Powers: Statement of the company's objectives and powers to carry out its activities

5. Liability of Members: Declaration of members' guaranteed amount and limitation of liability

6. Membership: Qualifications, admission procedures, rights and obligations of members

7. General Meetings: Procedures for conducting annual and extraordinary general meetings

8. Proceedings at General Meetings: Rules for notice, quorum, voting, and conduct of general meetings

9. The Board of Directors: Composition, appointment, removal, and powers of the Board

10. Directors' Meetings: Procedures for Board meetings, including notice, quorum, and voting

11. Company Secretary: Appointment and duties of the company secretary

12. Execution of Documents: Procedures for executing company documents and use of company seal

13. Financial Matters: Management of company funds, accounts, and audit requirements

14. Notices: Methods and requirements for giving notices to members and directors

15. Indemnity and Insurance: Protection and insurance provisions for officers and directors

16. Winding Up: Procedures and distribution of assets upon dissolution

Optional Sections

1. Branch Offices: Provisions for establishing and managing branch offices, needed if the organization plans to operate in multiple locations

2. Advisory Board: Structure and role of an advisory board, useful for organizations seeking additional expertise or community representation

3. Alternate Directors: Provisions for appointment of alternate directors, helpful for larger organizations or those with international board members

4. Electronic Communications: Specific provisions for electronic meetings and communications, important for modern operations

5. Committees: Formation and operation of specialized committees, useful for larger organizations with diverse activities

6. International Operations: Provisions for international activities and compliance, needed if operating across borders

7. Dispute Resolution: Specific procedures for handling internal disputes, recommended for larger organizations

Suggested Schedules

1. Schedule 1: Form of Membership Application: Standard form for membership applications

2. Schedule 2: Proxy Form: Standard form for appointing proxies for general meetings

3. Schedule 3: Board Charter: Detailed charter outlining board responsibilities and governance principles

4. Schedule 4: Code of Conduct: Code of conduct for members and directors

5. Schedule 5: Membership Categories: Detailed description of different membership categories if applicable

6. Appendix A: Initial Members: List of founding members and their guaranteed amounts

7. Appendix B: Initial Directors: List of first directors of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























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Relevant Industries

Non-Profit Organizations

Charitable Organizations

Educational Institutions

Religious Organizations

Professional Associations

Cultural Organizations

Social Welfare

Environmental Conservation

Healthcare Services

Research Institutions

Sports Associations

Arts Organizations

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Executive Leadership

Risk Management

Corporate Affairs

Finance

Administration

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Compliance Officer

Board Director

Non-Executive Director

Chairman of the Board

Corporate Governance Officer

Risk Management Officer

Chief Financial Officer

Executive Director

Managing Director

Foundation Director

NGO Administrator

Charitable Trust Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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