*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. 

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.

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 

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. 

  • 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.

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.