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Q：
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Can a Malaysia Company alter its Constitution?
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A：
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Yes, a Malaysia company can alter its Constitution under Section 36 of the Companies Act 2016 (“CA 2016”) by passing a special resolution or by court order under Section 37 of the CA 2016 in circumstances where standard procedure is impracticable.
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Q：
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Does an alteration to the Constitution require the unanimous consent of every shareholder?
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A：
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No. An alteration to the constitution requires a special resolution, which must be approved by at least 75% of the shareholders entitled to vote on the resolution.
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Q：
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What is filing deadline when a Malaysia Company alter its Constitution?
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A：
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The company must lodge the required documents with the Companies Commission of Malaysia (“CCM”) within 30 days from the date the special resolution is passed.
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Q：
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What documents are required to be filed with the CCM in relation to an alteration to the Constitution?
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A：
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The following documents must be filed with the CCM:
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Notice pursuant to Section 36 of the CA 2016
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Copy of the special resolution approving the alteration
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The amended Constitution
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Q：
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Can a Malaysia company remove its Constitution entirely?
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A：
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Yes, a Malaysia Company may revoke its constitution by passing a special resolution. Following the revocation, the company will be governed solely by the provisions of the CA 2016.
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SOALAN LAZIM
