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Drafting A Constitution For Companies

Expert Speaker Kenneth Foo Poh Khean

MYR901.00 (including SST)

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Overview

The Companies Act 2016 (“the Act”) has dispensed with the requirement for a constitution during the incorporation of a limited liability company. The Act has provided that a company, other than a company limited by guarantee, may or may not have a constitution. However, the constitution, which was then known as the Memorandum and Articles of Association, of companies incorporated under the Companies Act 1965 continue to be valid and applicable under the Act.

It is therefore important for accountants, directors, company secretaries and corporate professionals to know what should be included in a constitution and whether those memorandum and articles of association are consistent or inconsistent with the Act.

What You Will Learn

This one-day workshop will assess and review the provisions of the Companies Act 2016 which has changes and impact on the drafting of a constitution of a company and the framework of a constitution which is consistent and aligned with the Act.

Who Should Attend

This workshop is suitable for:

  • Company secretaries/company directors
  • Corporate professionals/administrators and
  • Professionals involved in corporate advisory work and practice

Programme Outline

By the end of the workshop, participants will know how:
  • To draft a constitution of the company which sets out the rights, powers, duties and obligations of the company, directors and members
  • To perform a gap analysis report and evaluation of the memorandum and articles of association to ensure that it is consistent and aligned with the Act
  • The constitution when adopted, shall bind the company and the members
  • To ensure that the rules and procedures of meetings are set out in the constitution
  • To incorporate the rights of different classes of shares in the constitution
Participants will learn to adopt the best practices and implement the relevant changes in the existing constitutions of companies and to draft constitutions which are fair and binding on everyone.

Expert Speaker

Kenneth Foo has been a practicing Chartered Secretary since 1991 under his firm, KL Management & Secretarial Services, where he offers advice and consulting on corporate secretarial, accounts and finance, management consultation and planning, company administration and company law matters.

Kenneth has been involved with the Malaysian Institute of Chartered Secretaries & Administrators (MAICSA) as a member of the Technical Committee. He regularly contributes articles to the MAICSA journal and is also an invited speaker on company secretarial topics. He has served as a member of the MAICSA’s Corporate Communications and Publications Committee and Conference Organising Committee. Kenneth is an adjunct lecturer of the Faculty of Accountancy, Finance & Business at University College Tunku Abdul Rahman, Kuala Lumpur.

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