Contents of Company's Constitution by Farah Dipah Khalid

Contents of Company's Constitution by Farah Dipah Khalid https://padlet.com/kfarahdipah/c0h93u06zuo7ik06 Questions: Based on the Bumi Armada Berhad Constitution, identify: - 1) The name of company 2) The type of company. 3) The objects of the company 4) Two (2) important contents of the company’s constitution that they have found. 5) Do your Reflection en-us 2021-12-13 00:22:32 UTC 2021-12-19 05:32:51 UTC hello@padlet.com group members - aqil, mirin, faiz, mera, pavitra https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943532129 1. Bumi Armada Berhad
2. Public Company limited by shares
3. Full capacity to carry on or undertake any business or activity, do any act or enter into any transactions ; and for the purposes if rule 3, full rights, powers and privileges
4.a.To give effect to any such sale, the Directors may authorise any person
to transfer subject to any Applicable Law, the shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the
shares comprised in any such transfer and the purchaser shall not be
bound to see to the application of the purchase money, nor shall the
purchaser’s title to the shares be affected by any irregularity or invalidity
in the proceedings in reference to the sale.
b. No Member shall be entitled to receive any distribution or exercise any
privilege as a Member in respect of any shares upon which any calls for
the time being due and payable shall be unpaid.
5.i have learned that constitution is a legal document which sets out the objects and powers of a company and also governs the internal affairs and management of the company.]]> 2021-12-13 02:34:41 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943532129 1. Sia Hsiao Hung (71574) 2. Lelieliana Luyong Anak George (70170) 3. Connie Ong Hui May (69412) 4. Grace Irinna William (69795) 5. Caroline Willie (69277) https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943535471 1. Based on the Armada Berhad Constitution, the name of the company is BUMI ARMADA BERHAD.

2. Public Company Limited by Shares

3. Based on Armada Berhad Constitution object of the company is
Suject to any Applicable Law and the Constitution, the Company has:
(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and privileges.

4. a) The Company shall hold a general meeting in every calendar year, which shall be held within six (6) months of the Company’s financial year end and not more than fifteen (15) months after the last preceding Annual General Meeting, at such time and place as may be determined by the Directors.
b) The liability of the Members is limited

5. According to the lecture today, a company constitution is a legal document that establishes the purposes and powers of a business and also controls the internal affairs and administration of the organization. A constitution can be created for an existing or new corporation, and it can be updated. If this is not the case, the Company Acts 2016 shall be utilized.]]> 2021-12-13 02:37:03 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943535471 Group members: Wong King Feng, Chong Jeng Sheng, Lim Wei Zhi, Choo Ler Jia https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943541384 1) Bumi Armada Berhad
2) Public Company Limited by Shares
3) The Company has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and for the purposes of Rule 3(a) above, full rights, powers and privileges.
4) Two (2) important contents:
-The liability of the Members is limited.
- Share Capital of the Company - Subject to the Act, any preference shares may be issued on the terms that they are, or at the option of the Company, are liable, to be redeemed.
5) Reflection:
From the lecture today, we have understood that Company Constitution is a legal document which sets out the objects and powers of a company and also governs the internal affairs and management of the company. An existing or new company may have a constitution and can be amended. If not, then CA 2016 will be used.]]> 2021-12-13 02:41:02 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943541384 Srii, Mona, Elvin, Yusri, Filzah filzahsyazwina00 https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943546061 Name of company: Bumi Armada Berhad

Type of company: Public company limited by shares

Objects of company: Full capacity to carry on or undertake any business or activity, do any act or enter into any transaction and for the purposes of Rule 3(a) above, full rights, powers and privileges

Important contents of company's constitution:
1) Members means-
Section 36(b) in the case of a company limited by shares, a person whose name is entered in the register of members as the holder for the time being of one or more shares in the company
2) A beneficial owner is entitled to all rights and benefits, powers and privileges and is subjected to all liabilities, duties and obligations in respect of and arising from the deposited securities

Reflection: Today's journey was on company constitution. We began the class with a short understanding of what we are about to learn and continued with the meaning of company constitution. Company constitution is a legal document which sets out the objects and powers of a company]]> 2021-12-13 02:44:05 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943546061 Group Member: Azmira,Lin Mee, Sze Ling, Yong Jin, Yazid szeling99 https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943547727 Armada Berhad Constitution:
1) The name of company :BUMI ARMADA BERHAD

2) The type of company: Limited Liability Corporation

3) The objects of the company:
(a) full capacity to carry on or undertake any business or activity, do
any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and
privileges.

4) Two (2) important contents of the company’s constitution that they have found.
1. rights of shareholders and share classes
appointment, powers and removal of directors
2. Power of paying commission

5) Do your Reflection:
We have learned a lot of new things such as the elements and importance of the constitution. The constitution contains the most important rules that can act as guidelines for running an operation in a company. If you do not comply with your constitution, those decisions will not have been validly made. Additionally, a company constitution gives important information to the company, its shareholders, its directors, as well as its company secretary.]]> 2021-12-13 02:45:09 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943547727 Group Member: Mary Chong, Melati , Martina Christine, Mohd Syazmi, Nur Arina Amirah meljxsmine https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943549160 1. BUMI ARMADA BERHAD
2. Public limited company by shares
3. (a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers, and privileges.
4. (a) call on shares
(b) lien
5. A constitution is important because it ensures that those who make decisions on behalf of the public fairly represent public opinion. It also sets out the ways in which those who exercise power may be held accountable to the people they serve. On another hand, Constitution is the key to the clear vision because constitution bring fairness, justice and equality to people.]]> 2021-12-13 02:46:05 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943549160 Group Member: Nathanael, Haziq, Wan Hariz, Dhania, Mega https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943549490 1. Name of Company: Bumi Armada Berhad
2. Type of Company: Public Company Limited by Shares
3. Objects of the Company:
i) Full capacity to carry on/undertake any business or activity, do act or enter into any transaction; and
ii) for the purposes of Rule 3(a) above, full rights, powers, and privileges.
4. Two (2) important contents of the company's constitution that they have found:
i) Power of paying commission
ii) Restriction of use of company funds
5. Reflection:
i) Company's constitution is a legal document under the Company Act 2016 which governs the affairs and management as a whole.
ii) Under Company Act 2016, a company is no longer required to have the M&A for registration purposes, and it can operate without any constitution.
iii) According to S.31 (1), a company other than a company limited by guarantee, may or may not have a constitution.
iv) The contents of the company's constitutions are the provisions stated under S.35(1)(a) to S.35(1)(d) of CA 2016.
v) Doctrine of ultra-vires:

ultra-vires: beyond power/lack of power
restricted to the cases where the transaction is beyond the company's capacity

]]> 2021-12-13 02:46:18 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943549490 Group members: Carol Phang, Carmen Chang, Hii Jia Yun, Lee Zhi Qing, Pang Shi Xuan https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943554295
1) Name of company: Bumi Armada Berhad

2) Type of the company: Public Company Limited by Shares

3) The objects on the company:
Subject to any Applicable Law and the Constitution, the Company has:
(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and privileges.

4) Two (2) important contents of the company’s constitution that they have found.

Power and duties of directors
Transmission of shares

5) Reflection
In this chapter, we have learned the elements of the constitution and how the constitution acted as guidance in the company operation. Company constitution is the supporting role in the operation of a company.

]]> 2021-12-13 02:49:27 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943554295 Group members : Aina Sophea, Eddy Jong, Evelyn Chang, Liew Pei Wen, Tan Jing Yee jingyee424 https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943554685 1) The name of company ：Bumi Armada Berhad

2) The type of company ：Public Company Limited by Share

3) The objects of the company ：
(a) full capacity to carry on or undertake any business or activity, do
any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and
privileges

4) Two (2) important contents of the company’s constitution that they have found.
a. Approval of general meeting required for specific allotment of directors
b. share issued for the purpose of raising money for the construction of works or building.

5) Do your Reflection : Company Constituition spells out the objects with which it was formed. It is essential that it provides information to those who do business with the company. As the conclusion, we learned that company constituition is basically a set of regulations for management of the company.]]> 2021-12-13 02:49:43 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943554685 Yin, Britney, Nurnazura, Jaizatul Azwa, Anis Syuhada https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943555074
1) Name of the Company : BUMI ARMADA BERHAD

2) Type of Company: PUBLIC COMPANY LIMITED BY SHARES

3) Object of the company : Subject to any Applicable Law and the Constitution, the Company has:
(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and privileges.

4)
i. The Company shall not purchase its own shares unless:
(a) the Company is solvent at the date of the purchase and will not become insolvent by incurring the debts involved in the obligation to pay for the shares so purchased;
(b) the purchase is made through the stock exchange on which the shares of the Company are quoted and in accordance with the relevant rules of the Stock Exchange; and
(c) the purchase is made in good faith and in the interests of the Company.

ii. the Directors shall not exercise any power to:
(a) allot shares in the Company;
(b) grant rights to subscribe for shares in the Company;
(c) convert any Securities into shares in the Company; or
(d) allot shares under an agreement or option or offer,
unless the prior approval by way of Ordinary Resolution has been obtained.

5) Company constitutions are legal documents that give firms the authority to do whatever is required or helpful to the operation of any trade or company. As stated in section 31 of the CA 2016, a firm does not need to express its objects in a separate provision of its articles of organization. Although a constitution has similar effect with an agreement between shareholder, but it is usually necessary for growing and bigger organization as it onboard more shareholders and directors.]]> 2021-12-13 02:49:57 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943555074 Ling Sze Hui, Rose Ling, Winnie Wong, Winnine Chai https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943555979 Name of the comapny: Bumi Armada berhad

Type of the company: public company limited by share

Object of the company: Subject to any Applicable Law and the Constitution, the Company has:
(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and
privileges.

2 important contents:
1. Number and appointment of Directors
-Unless otherwise determined by the Company in general meeting, the
Company shall have at least three (3) and not more than fifteen (15)
Directors. Each Director must be a natural person who is at least eighteen
(18) years of age.

2. Appointment of Managing Director
-The Board may, from time to time, appoint one or more of its body to the
office of managing director or Chief Executive or person(s) holding
equivalent position(s) for such period and on such terms as the Board
thinks fit and may revoke any such appointment.

Reflection: In this lesson, we learn about the company constitution. Company constitution is a legal document (previously known as Memorandum of Association and Article of Association) which is recognized by Companies Act 2016. This document generally specifies the rules governing the relationship and activities of the corporate, its shareholders and directors. It is important in a company as it provides important information such as the objective of the company, power and duties of directors and so on.]]> 2021-12-13 02:50:33 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943555979 Group members: Eliza, Faraherina, Liyana, Cynthia, Esmeralda https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943557039 1. Bumi Armada Berhad
2. Public limited company by shares
3. (a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for the purpose of Rule 3(a) above, full right, powers, and privileges

4. The liability of the Members is limited. Share Capital of the Company Subject to the Act, any preference shares may be issued on the terms that they are, or at the option of the Company, are liable, to be redeemed.
5. Company’s constitution is a legal document, any provision in the constitution that contravened the compnies act 2016 invalid. Company’s constitution may or may not required in registration purposes.

]]> 2021-12-13 02:51:16 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943557039 Group Members: Ayu, Izni, Amirah, Izzan https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943559121 1. The name of company: Bumi Armada Berhad

2. The type of company: Public Company Limited by Shares

3. The objects of the company:
Subject to any Applicable Law and the Constitution, the Company has:
(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and privileges.

4. Two important contents of the company's constitution that they have found:
(i) limited liability
(ii) Auditors of company shall be appointed and their duties regulated in accordance with Section 266 and Section 271 to 287 of the Act.

5. Reflection:
We have learned about constitution of company, especially important elements in company constitution. We also learned how to analyse it from company report.
The company’s Constitution (previously known as the Articles and Memorandum of Association) is a legal document which sets out the objects and powers of a company and also governs the internal affairs and management of the company.
Further, the company Constitution also acts as a contract which binds the company, its shareholders and also the directors, and may contain covenants and procedures which they would have to comply with. In that sense, the Constitution has a wider and more binding legal effect than a Shareholders’ Agreement (which may not bind the directors who are not parties to the agreement).]]> 2021-12-13 02:52:38 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943559121 Group member: Syafiqah, Afifi, Shazrin, Azwinah https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943559398 1) BUMI ARMADA BERHAD
2) Public company limited by shares.
3) Subject to any Applicable Law and the Constitution, the Company has:
(a) full capacity to carry on or undertake any business or activity, do
any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and
privileges.
4) i) Notice of meetings
(ii) allot shares in the company
5) Based on the activity, constitution is important in running a business and it allows the company to be managed fairly and successfully. If a constitution is not applicable in a company, the director might not be able to compete with other competitor in the market]]> 2021-12-13 02:52:49 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943559398 Fatin hamiza, Hazwin Sofea,Azalia, Farah Ezleen, Rostanerah https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943562510 Name of Company
Bumi Armada Berhad

The types of company
Public company

The objects of company
(a) full capacity to carry on or undertake any business or activity, do
any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and
privileges.

Two other important contents of constitution
a) Suit the individual operations of the company- this grants the owner greater flexibility, control and certainty
b) Amend the imbalance of power between ownerd and shareholders or between directors and management

-Group Reflection on the topic today
Based on what we've learned today The company's Constitution formerly as the Articles and Memorandum of Association is a legal document that establishes the company's objects and powers as well as governs the company's internal affairs and management.

]]> 2021-12-13 02:55:06 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943562510 Angel, Theresa, Shy, Jing Nee, Ai Ling https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943564078 1) Bumi Armada Berhad

2) Public Company Limited by Shares

3) Subject to any Applicable Law and the Constitution, the Company has:
(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and privileges.

4) (i) The Directors may issue shares in the Company to such persons and at such time and consideration and with such preferred, deferred, or other special rights, restrictions or exclusions, whether in regard to distribution, voting, return of capital, or otherwise and, on such other terms and conditions.

ii) The Company shall hold a general meeting in every calendar year, which shall be held within six (6) months of the Company’s financial year end.

5) We have learned on how to read the Constitution of the Company.]]> 2021-12-13 02:56:17 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943564078 Group members: Hazwin, Fatin Hamiza, Farah Ezleen, Azalia, Rostanerah https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943564739 Name of Company
Bumi Armada Berhad

-The types of company
Public company

-The objects of company
(a) full capacity to carry on or undertake any business or activity, do
any act or enter into any transaction; and
(b) for the purposes of Rule 3(a) above, full rights, powers and
privileges.

-Two other important contents of constitution
a) Suit the individual operations of the company- this grants the owner greater flexibility, control and certainty
b) Amend the imbalance of power between ownerd and shareholders or between directors and management

-Group Reflection on the topic today
- Based on what we've learned today The company's Constitution formerly as the Articles and Memorandum of Association is a legal document that establishes the company's objects and powers as well as governs the company's internal affairs and management.]]> 2021-12-13 02:56:46 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943564739 Group mmbers: Nurazlin, Syahira, Roslina, Ishan, Syahirah blackjack160997 https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943567469 1) Name of the company : Bumi Armada Berhad

2) The type of the company : Public Company Limited by Shares

3) The objects of the company :
1. Full capacity to carry on or undertake any business or activity, do any act or enter into any transaction
2. For the purposes of Rule 3(a) above, full rights, power and privileges

4) Two important contents of the company constitution :
1. The Company’s share capital is divided into ordinary shares. The shares
in the original or any increased capital may be divided into several classes, and there may be attached to any of them respectively any preferential, deferred and/or other special rights, privileges, conditions and/or restrictions as to dividends, capital, voting and/or otherwise.

2. No person shall exercise any rights of a Member until his name shall have
been entered in the Register of Members or his name appears in the
Record of Depositors and he shall have paid all calls and other moneys
for the time being due and payable on any share held by him whether
alone or jointly with any other person provided that the Central Depository
or its nominee company in whose name the Deposited Security is
registered shall not be entitled to any such rights unless required by virtue
of the Central Depositories Act or the Rules or the context of these Rules.

5) Reflection :
We can see that it is essential for a company to have a constitution of its own because the constitution provides important information to the company, its shareholder, its directors, and its company secretary. Company constitution may be adopted to exchange the provisions of the Companies Act 2016 that is applicable. If the Companies Act 2016 is silent on the method for decision making, the company constitution can be used to fill in the gap. However, the company constitution is not relevant in all circumstances. But it is necessary for a growing and bigger organization with increasing shareholders and board of directors to make sure the consistency in decision-making process and offers clarity on duties and responsibilities.]]> 2021-12-13 02:58:46 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943567469 Group Member: Farah Haziqah, Kashwaria, Mayvia, Sivaanii, Shehamit https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943574800 - Bumi Armada Berhad
- Public Company Limited by Shares
- i) full capacity to carry on/ undertake any business or activity, do act or enter into transaction
ii)for the purpose of Rule 3(a) above, full rights, power & privileges
- i) power of paying commission
ii) restriction of usage of company funds
- We have learned that the constitution contains many important guidelines that will help a company to run its operation. To simply put it, the company constitution is a supporting role in the operation of the company. The company constitution also serves as a contract that binds the company, its shareholders, and the directors, and may include covenants and procedures that they must follow. In this regard, the Constitution has broader and more binding legal implications than a Shareholders' Agreement (which may not bind the directors who are not parties to the agreement).]]> 2021-12-13 03:04:02 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943574800 Group member: Sheral,Alister,Afiq,Fong Asmaa sheral7996 https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943581638 1.Name Company : Bumi Armada Berhad

2.Type of company: Public Company limited by shares

3.The objects of the company:
i)Full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
ii) for the purposes of Rule 3(a) above, full rights, powers and privileges.

4.Important contents of the company’s constitution that they have found:-
i) Rights of members
- No person shall exercise any rights of a Member until his name shall have been entered in the Register of Members
ii) Power to transfer the share
- To give effect to any such sale, the Directors may authorize any person to transfer subject to any Applicable Law, the
shares sold to the purchaser thereof .

5. We have learned that the company constitution is important because it enables the company to operate its business soundly. By having a constitution, every member has their own rights and power and at the same time a constitution specifies the rules governing the relationship and activities of the corporation, its shareholders and directors. Besides that, the constitution helps the company to ensure consistency in decision making process and offers clarity on duties and responsibilities.]]> 2021-12-13 03:09:01 UTC https://padlet.com/kfarahdipah/c0h93u06zuo7ik06/wish/1943581638