THE COMPANY CONSTITUTION

THE COMPANY CONSTITUTION

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The Company Constitution is a concise, practical guide to a company’s constitution which is at the core of the operations of a company. In 6 chapters, this book provides guidance on company constitutions in the new statutory regime under the Companies Act 2016. It provides clarification for professionals within Malaysian companies as to the company constitution in relation to companies registered before and after the enforcement of the Companies Act 2016.
 
The book assists in the transition from the former to the new statutory regime governing companies. It explains the effect of the old Table A (Companies Act 1965) provisions where adopted in the new statutory environment and advises on provisions that may be replaced, modified or adopted while keeping within the requirements of the new law. Useful commentary is given on Table A articles which have identical or similar Replaceable Rules in the new Act. A comparison of identical or similar Replaceable Rules and Table A articles adds value to the book.
 
This book is a handy tool catering primarily to corporate persons and professionals, including company secretaries, directors, accountants, legal advisors and bankers, by providing a practical understanding of company constitutions, both old and new. It is also suitable for law students as well as non-law students taking courses containing elements of company law. In a nutshell, it will be a useful and indispensable book to anyone who has an interest in or has to deal with companies. 
 
KEY FEATURES:
  • Explains with clarity the essential requirements for company constitutions
  • Provides in-depth study on company constitutions supported by relevant statutory provisions and leading local and foreign case law
  • Identifies Replaceable Rules in the Companies Act 2016, providing guidance on how they may be customised to form valid company constitutions
  • Contains a wealth of practical expertise and know-how to provide invaluable direction in implementing the new law including the use of the novel Written Resolution procedure
  • Written by authors with deep practical and academic experience of Malaysian company law

About the Authors

Chen Thim Wai has been a practising lawyer for more than 30 years. He holds an LLB from the Australian National University and a Bachelor of Economics from Monash University. Thim Wai is the author of Guide to Table A – Articles of Association (2012) and The Law on Shareholders’ Meeting – AGM & EGM (2014). His articles have been featured in Corporate Voice (MAICSA journal publication) and Tax Guardian (CTIM journal publication). He has just completed his LLM (by research) at Universiti Utara Malaysia by defending his thesis, “The Application of the Companies Act 2016 to Minority Shareholders in Private Companies”.
 
Chen Siew Thong was called to the Bar and admitted as an Advocate and Solicitor of the High Court of Malaya. His area of practice is in civil litigation relating to Family, Land, Tenancy, Contractual disputes, Corporate and Construction law disputes, Judicial Reviews, Medical Negligence, Defamation, and Debt Recovery claims. He has appeared in the lower Courts, the High Court and the Court of Appeal. He is privileged to have assisted in trials in the Syariah courts relating to the distribution of family properties involving the cross-examination of expert accounting witnesses. Siew Thong is also a certified sole mediator, accredited by the Accord Group, Australia. Currently, he is pursuing his Master in Business Law from Universiti Kebangsaan Malaysia. 
CONTENTS
 
1 - The Constitution Under the Companies Act 2016
2 - The Constitution and Existing Private Companies
3 - Alteration of the Constitution
4 - The Constitution and New Private Companies
5 - Replaceable Rules
6 - Table A Regulations and the Replaceable Rules