Company Limited By Guarantee Memorandum Of Association Template for Malaysia

When establishing a non-profit organization in Malaysia, you need a Company Limited By Guarantee Memorandum Of Association to formally incorporate under the Companies Act 2016. This constitutional document serves as your organization's foundation, outlining its fundamental characteristics and legal framework for operation as a company limited by guarantee rather than shares.

When do you need this document?

You require this memorandum when forming charitable organizations, professional associations, clubs, educational institutions, or religious bodies that need corporate legal status. It's essential for organizations that don't distribute profits to members but require the legal protection and credibility that comes with incorporation. The document becomes necessary when you want to enter contracts, own property, or conduct activities that require a separate legal entity distinct from individual members. You'll also need it if your organization plans to receive grants, donations, or engage with government agencies that require formal corporate structure.

Key legal considerations

Your memorandum must clearly define the company's objects clause, specifying non-commercial purposes that align with Malaysian law and public policy. The liability clause limits each member's financial obligation to the guarantee amount, typically between RM10 to RM100, which they pledge to contribute if the company winds up. You must include an income and property clause stating that profits will be applied toward promoting the company's objects rather than being distributed to members. The document should specify that upon dissolution, remaining assets will transfer to similar organizations with comparable objects, ensuring charitable purposes continue. Directors' powers and restrictions must be clearly outlined to prevent ultra vires acts that could invalidate company decisions.

Legal requirements in Malaysia

Under the Companies Act 2016, your memorandum must be signed by at least one subscriber who becomes the initial member, with their signature witnessed according to statutory requirements. The document must be filed with the Companies Commission of Malaysia (SSM) alongside Form 13A and required supporting documents during incorporation. Your registered office must be located in Malaysia with a Malaysian address where official correspondence can be received during business hours. The company name must include "Company Limited By Guarantee" or its abbreviation and cannot be identical or too similar to existing registered entities. You must appoint at least one director who is ordinarily resident in Malaysia, and maintain a company secretary who meets SSM's qualification requirements. The memorandum becomes a public document accessible through SSM searches, so ensure all information is accurate and complies with current regulations under the Companies Act 2016 and Companies Regulations 2017.