Farewell the Constitution? Mandatory Rules and (the New) Default Rules in the Companies Act
International Company and Commercial Law Review. 2019 30(1), 1-14
13 Pages Posted: 8 Dec 2018 Last revised: 16 Jul 2020
Date Written: January 1, 2019
Malaysian company law has dispensed with the memorandum of association, made the constitution discretionary and introduced statutory default rules to govern corporate internal management. This results in better realignment of corporate internal management rules into two broad groups – one which operate by default that can be modified or excluded; and the other, mandatory, non-negotiable rules. This paper looks at the justifications for the changes and their implications, makes suggestions, and asks for circumspection when adopting the default rules.
Keywords: Companies Act, Malaysia, constitution, internal management rules
JEL Classification: K2, G3
Suggested Citation: Suggested Citation