4 CPE Points will be accorded for this training. This CPE Points are acceptable by SSM for renewal of Practising Certificate.     

This webinar seeks to give the participants an understanding of the legal provisions of the Act in relation to constitution and the effect under the Act on company’s existing Memorandum & Articles of Association (M&A) that has adopted Table A regulations.

The webinar will review the various provisions of the Act that can be replaced or modified in the constitution and provisions that apply when adopted in the constitution.

By the end of the webinar, participants will be able to understand the gap between the M&A and the provisions of the Act, able to advise the Board whether to amend the various provisions in the M&A to be in line with the provisions of the Act. They will also have an understanding of the factors to consider when drafting or amending the constitution.

·        Definition of a Constitution.

·        Form of Constitution.

·        Adoption of a Constitution.

·        Alteration of a Constitution.

·        Requirement of a Constitution.

·        Contents of a Constitution.

·        Constitution of a company limited by guarantee.

·        Restricted power of a company limited by guarantee.

·        The significance of a constitution.

·        The binding effect of a constitution.

·        Constitution is a contract between a company and its members.

·        Constitution is a contract between members and members.

·        Nature of business and object clauses.

·        Capacity and object clauses.

·        Objects and power.

·        Purposes of object clauses.

·        Table A, 4^th Schedule of Companies Act 1965.

·        Replaceable Rules.

-         Presumptive Provisions.

-         Optional Provisions.

·        Phrases in the Act that allows modification.

·        Constitution or Act to apply?

·        Constructive Notice.

·        Doctrine of Ultra Vires.

·        Remedies for ultra vires transactions.

·        Effect of ultra vires transactions.

·        Clauses to remove and clauses to amend in the constitution for private companies.

·        Alternative clause to cater for single member company.