Corporate Charter Template for Malaysia

A Corporate Charter is the foundational legal document that brings a company to life in Malaysia. It spells out the basic rules and structure of your business, including its name, purpose, share capital, and how it will operate. Think of it as your company's birth certificate and constitution rolled into one.

Under the Companies Act 2016, Malaysian businesses must file this charter (also called Memorandum and Articles of Association) with the Companies Commission (SSM) during incorporation. It creates your company's legal framework and tells shareholders, directors, and the public exactly what your company can and cannot do. The charter stays important throughout your company's life, especially when making major business decisions or changes.

You need your Corporate Charter ready before registering your company with Malaysia's SSM - it's a mandatory first step. This document becomes essential when securing business loans, opening corporate bank accounts, or bringing in new investors who want to understand your company's structure and operations.

The charter proves especially valuable during major company decisions like changing your business scope, restructuring ownership, or expanding into new markets. Malaysian companies also rely on it when facing legal disputes, as it clearly defines management powers, share rights, and internal governance procedures. Keep it updated through proper amendments when your business evolves.

• Private Company Charter: Most common type for small to medium businesses, with simpler governance rules and up to 50 shareholders
• Public Company Charter: More complex version required for listed companies, with detailed investor protection clauses
• Non-Profit Charter: Specialized format for charitable organizations, focusing on social objectives rather than profit distribution
• Professional Services Charter: Tailored for regulated industries like law or accounting firms, with specific operational requirements
• Holding Company Charter: Structured for parent companies, including provisions for managing subsidiaries and group operations

• Company Directors: Must ensure the Corporate Charter aligns with business goals and sign off on its contents during incorporation
• Company Secretary: Prepares and maintains the charter, handles amendments, and ensures compliance with SSM requirements
• Shareholders: Bound by the charter's provisions regarding share rights, voting powers, and dividend distributions
• Legal Counsel: Drafts and reviews the charter to ensure legal compliance and protect company interests
• SSM Officials: Review and approve the charter during company registration and maintain it as public record

• Company Details: Gather proposed company name, business address, and intended activities
• Capital Structure: Determine share capital amount, types of shares, and rights attached to each class
• Leadership Structure: List directors' details, their powers, and decision-making procedures
• Operational Rules: Define meeting procedures, voting rights, and dividend policies
• Documentation: Prepare identity documents of directors and shareholders, proof of address
• Legal Verification: Review draft against SSM requirements and Companies Act 2016 provisions

• Company Name: Full registered name with "Sdn Bhd" or "Berhad" designation
• Objects Clause: Clear statement of business activities and permitted operations
• Share Capital: Details of authorized capital, share classes, and rights
• Governance Rules: Director appointment procedures, meeting protocols, voting mechanisms
• Shareholder Rights: Share transfer restrictions, dividend rights, pre-emptive rights
• Administrative Provisions: Company secretary requirements, registered office address
• Dissolution Terms: Procedures for winding up and asset distribution

A Corporate Charter differs significantly from a Corporate Governance Document in several key ways. While both are important for Malaysian companies, they serve distinct purposes and come into play at different stages of business operations.

• Legal Status: The Corporate Charter is a mandatory founding document filed with SSM during incorporation, while a Corporate Governance Document is an internal policy framework developed after establishment
• Scope: A Charter defines fundamental company attributes like name and share structure, whereas Governance Documents detail operational procedures and management practices
• Modification Process: Changing a Charter requires formal SSM approval and shareholder consent, but Governance Documents can be updated through internal board approval
• Legal Weight: The Charter has binding legal authority and public record status, while Governance Documents serve as internal guidelines for best practices