Understanding Articles of Association

The Articles of Association (AoA) are legal documents that outline the rules for managing a company. They define the rights, roles, and responsibilities of stakeholders, and their goal is to ensure smooth internal operations.

The AoA govern important areas such as how board and general meetings are conducted, the process for appointing directors, and other essential company functions. In Malaysia, the AoA are mandatory for companies limited by guarantee or unlimited liability.

For companies incorporated in Malaysia after January 31, 2017, the Company Constitution replaces the separate Memorandum of Association (MoA) and AoA. However, companies established before this date may still use the older structure of separate documents.

The AoA acts as a binding agreement between the company and its members. Every member must comply with the rules set out in these documents. While the contents of the AoA are public, companies can use a private shareholders’ agreement to keep sensitive information confidential. This allows members to establish additional rules that are not publicly disclosed.

Understanding the Articles of Association is crucial for compliance with Malaysian company laws and maintaining good governance within your organisation.