Quick answer
A Malaysian company may choose to have a constitution; where it has one, it binds the company and its members (Companies Act 2016, s.31). A company can adopt a constitution after incorporation by special resolution and must lodge it with SSM (s.32). Without one, the Act's default rules apply. We draft or review the constitution, prepare the special resolution and lodge it with SSM.
Last reviewed： · Reviewed by：ONEKEY BIZ compliance team
01
Overview
Under the Companies Act 2016 a constitution is optional. A company without one simply follows the Act's default rules on directors, meetings, share transfers and dividends. Many small companies start that way.
A constitution becomes valuable once there is more than one owner with different interests. It can restrict share transfers to outsiders, give existing shareholders a right of first refusal, create different share classes, set quorum and voting thresholds, and fix how directors are appointed. Section 31 makes the constitution binding on the company and every member.
A company can adopt a constitution — or amend or revoke one — after incorporation by special resolution, and Section 32 requires it to be lodged with SSM. Banks, regulated-sector licences and investors often ask to see it, so it should be drafted for the business rather than downloaded as a template.
Who needs this
- Companies bringing in co-founders or investors
- Family companies protecting ownership from outside transfers
- Companies required by a bank, licence or investor to have a constitution
- Companies with an outdated M&A from the old Companies Act 1965
02
Documents you need to prepare
Ownership & control
- Current shareholders and directors
- Rules you want on share transfers, pre-emption and exits
- Any share classes, voting or dividend rights needed
Company
- Existing constitution or old M&A, if any
- Shareholders' agreement, if any (to keep the two consistent)
- A constitution should not contradict your shareholders' agreement — we align the two.
- Regulated businesses may need specific clauses required by their regulator.
03
How to get it done with ONEKEY BIZ
- 1Needs review Week 1
We discuss how ownership, transfers and decisions should work.
- 2Draft Week 1
We draft or amend the constitution.
- 3Special resolution Week 1–2
Shareholders approve by special resolution.
- 4SSM lodgement Week 2
We lodge the constitution with SSM.
- 5Records Done
Certified copy filed with statutory records.
You do
- Tell us how you want the company governed
- Shareholders sign the special resolution
We do
- Draft or review the constitution
- Align it with any shareholders' agreement
- Prepare the special resolution
- Lodge with SSM
04
What you receive
Final adopted or amended constitution.
Shareholders' approval of adoption or amendment.
Proof the constitution is lodged.
For banks, licensing bodies and investors.
Official sources
Frequently asked questions
Is a constitution compulsory?
No. Without one, the Companies Act 2016 default rules apply.
Can we amend it later?
Yes, by special resolution, with the amendment lodged with SSM.
Is our old Memorandum & Articles still valid?
An M&A from the 1965 Act is generally treated as the company's constitution; we review whether it still fits.