Constitution of the co.

S 16(1) ; person desiring the incorp. of co. shall lodge the Memo & articles of co. with the Registrar together with other documents required & Registrar on payment shall be subject to the Act.

S 34(1) ; Every members entitled to have copy of Memo & articles on request, on a such payment fixed by director (RM5 or less).

S 16(1) ; every co. must have its MOA before it can be registered.

S 18(1) ; requires MOA of every co. to be printed & divided into numbered paragraphs & dated & must contain certain clauses.

Private co. : its MOA/AOA must also contain the restrictions & prohibitions under S 15

S 16(7) ; Registrar must not register MOA/AOA unless either one of them contain the names of at least the first 2 directors of proposed co.

S 122(3) ; requires MOA/AOA contain the names of director of co.

S 139(1A) ; requires 1st secretary of co. to be named in MOA/AOA* not expressly provide power to Registrar not to register if no secretary's name.

S 29(1) ; not all co. must register their own AOA.-In M'sia, unlimited co., co. limited by guarantee & co. limited by both share and guarantee must lodge their AOA while co. limited by share may elect to lodge AOA or not.

S 29(2) ; requires AOA to be printed, divided into numbered paragraphs & signed by each subscriber to MOA with at least 1 witness who must attest the sign & his address.

S 30 ; if co. limited by share not lodge its AOA, articles contained in Table A of 4th Schedule are automatically applied & becomes its articles.

Unlike MOA, Companies Act does not prescribe the contents of AOA-up to co. to decide what to include in its AOA as long as it's lawful provision.

Private co. : its AOA normally contain those restrictions, limitation & prohibitions under S 15(1)

S 29(3) ;

Power : legal ability of co. to do somethingObject : purpose of the existence of co.

S 18(1) ; MOA must contain a statement of the object / object clause of co.

3 types of powers :

Ultra Vires acts : acts which fall outside the scope of powers defined in the object clause.

Common Law position

Malaysian position

Circumstances in which doctrine still relevant :