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The constitution of a company may contain provision relating to:

a) the object of the company;

b)the capacity, rights, powers or privileges of the company if the      provision restricts such capacity, rights, powers or privileges;

c) matters contemplated by the Act to be included in the Constitutions; and

d)any other matters as the company wishes to include in its constitution.

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19. Validity of acts if director or officer whose appointment is defective

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19. Validity of acts if director or officer whose appointment is defective

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S.127 Companies Act 1965 mentions that this is valid for acts done before discovery and S.204 Companies Act 2016 it only effects of act which is not clear.

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18. Criteria to determine number of members in limited company

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18. Criteria to determine number of members in limited company

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S.15(1)(b)Companies Act 1965 determines that joint holders counted as one. They do not count shareholder who is employee of company of subsidiary. Besides that they do not count shareholder who was previously in the employment of company or subsidiary. On the other hand, S.42(3)(b) Companies Act 2016 mentions that joint holders is counted as one and they do not count shareholder who is or was employee of company or subsidiary when he became a shareholder.

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S.39 Companies Act 2016  mentions that doctrine constructive notice does not apply except for documents relating to instruments of charges.

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20. Memorandum and Articles of Association

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20. Memorandum and Articles of Association

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Under the Companies Act 1965, a memorandum and articles of association (“M&A”) is required for a company to be incorporated. Under the Companies Act 2016, the M&A is replaced by Constitution. Moreover, in the Companies Act 1965, the company can only declare dividends out of its profits. Under the Companies Act 2016, a company is able to declare and distribute dividends to the shareholders out of profits of the company available if the company is solvent. A company is considered “solvent” if the company is able to pay its debts as and when the debts become due within 12 months immediately after the distribution is made.

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The incorporation process is simplified by the use of one incorporation from where an application must be made to the Registrar containing details such as the company's name, whether it is a private or public company, nature of business, address of registered office, details of the member, details of the directors, details of company secretary, details of class and number of shares to be taken by the members or the liability that the member agrees to undertake upon winding up if the company is a company limited by guarantee and other details as may be required by the Registrar.

The application must be accompanied by a statement of each promoter or director regarding his consent, and that he is not disqualified.

The certificate of incorporation is no longer required under the Companies Act 2016. SSM will no longer issue the certificate of incorporation. Instead, a notice of registration is conclusive evidence of a company being incorporated.

A company is incorporated from the date of incorporation stated in the notice of registration and legal person separate from its members, continues in existence until removed from the register, and has all the powers of a body corporate.

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14. Minimum numbers of members and directors 

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14. Minimum numbers of members and directors 

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S.36 Companies Act 1965 allows two members unless sole member is a corporation and S.122 allows two directors. Meanwhile, S.9 Companies Act 2016 allows one member and S.196 allows one director for private company and two directors for public company.

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•S.35 of the CA2016 says that id the constitution sets out the object of a company where:
The company shall be restricted from carrying on any business or any business activity that is not within the objects

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S.4 Of the CA 1965 defines that director includes any person occupying the position or director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and alternate or substitute director.
S.2 Of the CA 2016 defines that director includes any person occupying the position or director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the majority of directors of a corporation are accustomed to act and alternate or substitute director.

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For CA 1965. A listed company may buy-back is own shares if a majority of its directors delcare that the company is solvent at the date of purchase and will not become insolvent as a result of the sahres buy-back.
As for CA2016, a listed company may buy-back its own shares provided that a majority of its directors make a solvency statement. When a company proposes to purchase its own shares buy-back, the director shall make a declaration.

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Under the Companies Act 1965, a company is required to have a common seal under the current regime. Documents can be signed on behalf of the Company as follows:

• Under seal; and
• by any authorized person.

Looking into the Companies Act 2016, common seals are optional. Documents can be signed on behalf of the Company as follows:
• Under seal; or
• by 2 authorized officers, 1 of whom shall be a director or if there is only 1 director,            execution by that director in the presence of a witness is sufficient.
• For that purpose, “authorised officers” means a director, company secretary or any          other person approved by the Board.

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6. Enhancement of The Directors Power To Issue Shares 

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6. Enhancement of The Directors Power To Issue Shares 

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The requirement for prior approval by member is no longer required for directors to issue shares in the following circumstances:

a)an allotment of shares under an offer made to the members of  the company in proportion to the members’ shareholdings;

b)a bonus issue of shares to the members of the company in proportion to the members’ shareholdings;
c)an allotment of shares to a promoter of a company that the promoter has agreed to take; or

d)shares which are to be issued as consideration or part consideration for the acquisition of shares or assets by the company and members of the company have been notified of the intention to issue the shares at least fourteen days before the date of issue of the shares

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6. Enhancement of The Directors Power To Issue Shares 

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6. Enhancement of The Directors Power To Issue Shares 

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�MEMORANDUM AND ARTICLES OF ASSOCIATION CONSTITUTION is replaced by CONSTITUTION (SS.31-39)

*Other than companies limited by guarantee, having a constitution is optional.

*With a constitution, rights, powers, duties & obligations of directors and members are as set out in new Act unless modified by constitution (s. 31(2))

*Constitution is of no effect to the extent it contravenes or is inconsistent with new Act (s. 32(2))

*Abolition of doctrine of Constructive Notice.

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S.15(1) Companies Act 1965 mentions that a company having a share capital. Its memorandum and articles:
(a) Restricts right to transfer it shares.
(b) Limits members to not more than 50.
(c) Prohibits invitation to public to subscribe to its shares.
(d) Prohibits invitation to public to deposit money with it.

S.42(1) Companies Act 2016 carries out A company limited by shares and not more than 50 members. S.42(2) Restricts the transfer of its shares and S.43(1) Companies Act 2016:
(a) Prohibits offering its shares to the public.
(b) Prohibits allotting its shares with view of offering them to the public.
(c) Prohibits invitation to public to deposit money with it.