What is Memorandum and Articles (M&A)?
And What is Constitution?


Memorandum and Articles are legal documents of a company that required to be lodged with Suruhanjaya Syarikat Malaysia (SSM) upon the registration of a company.


Companies may alter these documents to suit their own particular methods and procedures which they intend to adopt. In general however the documents are often left untouched as they contain broad provisions and offer appropriate guidance for companies in how to conduct their affairs.



Memorandum of Association


The memorandum of association of a company, often simply called the memorandum, is the document that governs the relationship between the company and the outside.


The Memorandum of Association shall describe the following:



Articles of Association


The articles of association of a company, which are commonly known as articles, constitute the constitution of a company.


Articles detailing the rules and regulations governing the internal management of the affairs of a company and the conduct of its business.




Following the implementation of the new Companies Act 2016 on 31 January 2017, all new companies incorporated on that day onwards will not have any M&A.

All new companies will without adopting Constitution. The Standard Constitution stated in the Companies Act 2016 shall apply.

The companies, which incorporated under the old Companies Act 1965, will still be governed by the M&A of the company.

All companies can opt to adopt new Constitution in place of the old M&A or the one stated in the Act.