Skip to content
bruneilawsby aturio
In force2021 Revised Edition
Contents

Part · Incorporation of Companies and Matters Incidental Thereto

5. Requirements with respect to memorandum

In plain English

For a company limited by shares or guarantee, the memorandum must give a name ending in Berhad or Bhd, and state that members' liability is limited. A guarantee company's memorandum must include each member's promise to contribute up to a specified amount on winding up. In a company with share capital, each signer must take at least one share.

Summary · Drafted with AI, checked against the official text on 30 Sep 2026.

(1)

The memorandum of every company incorporated after 1st January 1957, being the date of commencement of this Act, must state -

(a)

the name of the company with "Berhad" or the abbreviation "Bhd" as the last word of the name in the case of a company limited by shares or by guarantee;

(3)

in the case of a private limited company, with the word

"Sendirian" or the abbreviation "Sdn" as part of its name inserted immediately before the word "Berhad" or before the abbreviation

"Bhd" or, in the case of a private unlimited company, at the end of its name.

(2)

The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited.

Companies

CAP. 39 33

(3)

The memorandum of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.

(4)

In the case of a company having a share capital -

(a)

the memorandum must also, unless the company is an unlimited company, state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount;

(b)

no subscriber of the memorandum may take less than one share;

(c)

each subscriber must write opposite to his name the number of shares he takes.

Read on from s 5A

Part

Share Capital and Debentures Prospectus

Read on from Part

Part 3

Read on from Part 3

Part

Management and Administration Registered Office and Name

Read on from Part

Part 5

Read on from Part 5

Part 6

Read on from Part 6

Part 7

Read on from Part 7

Part 8

Read on from Part 8

Part 9

Read on from Part 9

Part

Restrictions on Sale of Shares and Offers of Shares for Sale

Read on from Part

Part

Prohibition of Partnerships with More Than Twenty Members

Read on from Part

Part

Enforcement and General Provisions

Read on from Part

Schedules