Reviewing and Revising Your Company’s M&A

Have your company ever thought about updating its Memorandum & Articles of Association (M&A)?

While trying to think about the relevance of this question, you may wish to ask yourself: How long have your company been around? In what year was it established? It took Malaysia 50 years to revise its Company Law, the last Companies Act was in 1965. Whether your company were established prior to or after 1965, this question is certainly relevant.

What is the impact of the Companies Act 2016 (CA 2016) on your company’s M&A?

The CA 2016 introduced a number significant and sweeping changes to the Company Law of Malaysia. You may be surprised to learn that under the CA 2016 certain categories of companies may no longer be required to have what is now called the Constitution of a company, previously known as the M&A. You may also be surprised to learn that holding an AGM is no longer compulsory for certain categories of companies.

What are the benefits of updating your company’s M&A?

The CA 2016 has incorporated certain mandatory provisions in relation to the management of companies. The provisions are mandatory in the sense that they operate regardless of what is stated in your company’s existing M&A or in your JV agreement with your JV partners.

Equally, there are some other optional provisions in the new CA 2016. They are optional in the sense that unless the contrary is expressly stated in your company’s existing M&A, those provisions in the new CA 2016 apply.

Hence, it is advisable to review and revise your company’s existing M&A to see what provisions are inconsistent with the CA 2016, and how to take advantage of the optional provisions in the CA 2016. Our firm shall be glad to be in touch with you to see how we may be able to assist your company in this respect.

What types of companies should review and revise their M&A?

This is a good question. The answer is all of them, whether public or private companies, whether limited by shares or by guarantee, whether listed or otherwise.

What about JV companies?

Shareholders of JV companies should particularly be concerned with review and revision of their JV company’s M&A because the new CA 2016 introduced some changes that are expected to affect the way voting takes place in the Board room or at the shareholders’ meeting. That applies to all-local JV companies as much as JV companies with foreign investors.

Do you have any further queries?

If you do, please do not hesitate to CONTACT ETCoLaw or send us an email at

We would be in touch with you shortly after that.

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Updated 1 August 2018 11:58.