1. Chapter 5 : The memorandum & Articles of
Association
Lecturer : Miss Khairunnisa Amalina Johan
Name : Noryati Abdul Majid(PTM120700623)
Norsyaza Edmiza Noraslam Mano(PTM120700453)
Syahlizah Binti Eradi(PTM120700536)
Section 9

2. 
 Section 16 (1) CA 1965 requires an original copy of
company memorandum of association (memo) be
lodged with the CCM in an application for the
incorporation of a company. Failure to do so will
make the application being reject.
 The memo is the constitution of a company. It
defines the company in terms of its object is power is
relationship with outsiders extent of liability
members.
A. The Memorandum of
Association.

3. 
a) The name of the company.
b) An objects clause.
c) A share capital clause.
d) A limited liability clause.
e) The fill names, addresses & occupation of
subscribers.
f) The names if its first directors.
The memo should contain the following
clauses :

4. 
 Specifies the objective or purpose for which the was
incorporated and very important because it
determines a company’s legal capacity and powers.
 A company only have the legal capacity to be
engaged in transactions related to its objects clause.
 Company is implied to have powers necessary to
carry out activities related to its objects clause.
The objects clause, A company’s capacity and
the ultra vires doctrine.

5. 
 Under common law, any transaction entered into or
power exercised by a company that is not related to
objective is ‘ultra vires’ (beyond its powers) and is
void.
 Company cannot sue or be sued on an ‘ultra vires’
transaction.
 Case : ASHBURY RAILWAY CARRIAGE & IRON
CO. V RICHE.
The ‘Ultra Vires ‘doctrine

6. 
 Section 20 (1) 1965 provides that a transaction
entered into by a company is not invalid just because
it was ultra vires the company’s objectives.
 Company may now sue or be sued on an ultra vires
transaction it made.
The effect of the provision under Section 20 CA
1965.

7. 
1. Section 20(2)(a) allows a member or debenture
holder to apply for an injunction to prevent a
company from carrying out an ultra vires contract
that has yet to be completed.
2. Where the contract has been completed, Section
20(2)(b) allows the company or any member to bring
legal action against any present or former officers of
the company responsible from the ultra vires
transaction.
3. The Minister under Section 20(3)(c) may order the
company to be wound up.
Even through it may now be enforced (either by or
against a company) such a transaction is still ultra vires:

8. 
 Section 21 CA company may alter memorandum
only to the extent as permitted by the CA 1965.
 If the CA do not any provisions relating to alteration
of particular clause of the memorandum, than it
cannot be altered at all.
 Alteration is allowed, the procedure laid down must
be strictly follow.
 Allowed and alteration must be by a special
resolution.
*Alteration of the memorandum

9. 
 Section 152 , a special resolution means the proposal
must have been passed by no less than ¾ of members
who a entitled to vote.
 The general meeting where voting was done must
have been conducted after 21 days notice been given.
 After the resolution had been passed, a 21 days grace
period is given for member to raise their objections
to the court.

10. 
 Member holding at least 5% of issued share capital.
 5% of member where company is not limited by
shares.
 A debenture holder holding at least 5% of the
nominal value.
The resolution passed will only take effect after the
confirms the resolution.
The objection may be raised by :