eKTP 38

Formation and Administration of Company
Part 2 of 3


Companies Act 2016 (“CA2016”) – Formation and Administration of Companies.

Constitution of Companies

  1. Under CA2016, a company does not need a constitution.

  2. Company has to follow the provisions under CA2016 if the Company do not have a constitution.

  3. A special resolution need to be passed if a company wants to adopt a constitution and lodge a copy of the constitution with the Registrar within 30 days of the adoption.

  4. The adopted constitution shall not be effective if it contravenes or is inconsistent with the provisions of the CA2016.

  5. The constitution may includes the following matters:

    a. The objects of the company;
    b. The capacity, rights, power or privileges of the company;
    c. Matters required by CA2016 to be included in the constitution;
    d. Any other matters as the company wishes to include in its constitution.

  6. The company is restricted to carry on any business besides the object clause stated in the Constitution, if any.

  7. Company may alter or amend the constitution by passing a special resolution and lodge with the Registrar within 30 days after the resolution has been passed.

  8. A company limited by guarantee is compulsory to have a constitution

KTP current practice

  1. Companies incorporated under the old act and having Memorandum and Articles of Association may considered to:

    • Remove the whole MAA and adopt a new constitution based on the need of thecompany

    • Remove the whole MAA and not to adopt a constitution and apply all the provisionsstated in the CA2016

  2. Companies Incorporated under the CA2016 may consider to adopt constitution as and when needed.