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

See all articles by Mohammad Rizal Salim

Mohammad Rizal Salim

Nottingham University Business School, Malaysia Campus

L.S. Leonard

Independent

Date Written: January 1, 2019

Abstract

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

Salim, Mohammad Rizal and Leonard, L.S., Farewell the Constitution? Mandatory Rules and (the New) Default Rules in the Companies Act (January 1, 2019). International Company and Commercial Law Review. 2019 30(1), 1-14, Available at SSRN: https://ssrn.com/abstract=3284261

Mohammad Rizal Salim (Contact Author)

Nottingham University Business School, Malaysia Campus ( email )

Nottingham University Business School
Jalan Broga
43500 Semenyih, Selangor 43500
Malaysia

HOME PAGE: http://www.nottingham.edu.my

L.S. Leonard

Independent

Do you have a job opening that you would like to promote on SSRN?

Paper statistics

Downloads
144
Abstract Views
541
rank
239,126
PlumX Metrics