马来西亚 公司法

COMPANY

LAW

APPLICABLE LAW

COMPANIES ACT 1965

SECURITIES COMMISSION ACT 1993

COMPANIES COMMISSION ACT 2001

WHAT IS A COMPANY

Company

means

a

company

incorporated

pursuant

to

the

Company

Act

or

pursuant

to

any

corresponding previous enactment.

Re Stanley

‘

the

word company … involves two ideas ( a ) the association so numerous as not to be aptly

described as a firm; ( b ) the consent of the other members is not required to the transfer of a

member’s interest.

Association of persons

–

not less than two person. Person

–

include a body of persons, corporate

or incorporated (sec 3 Interpretation Act 1948)

LEGAL ENTITY OF A COMPANY

Once incorporate, a company is vested with a corporate personality i.e. the company is treated

as a legal person (has personality and status).

The company is distinct from its share holder.

In contrast with a partnership,

where the partners and the partnership is consider as a single

entity.

sec. 16(5) Companies Act

–

a company once incorporate has the following effect:

may sue and be sue in its own name

Has perpetual succession

May own land

Liability of its members may be limited

SALOMON vs. SALOMON &

Held: the company was not an agent for the member. The members will not liable in respect of

the company’s obligation.

LEE vs LEE’S AIR FARMING LTD

LlFTING OF THE CORPORATE VEIL

Where the court will look behind the corporate entity

and take action as if no entity separate

from

the

members

existed.

The

court

will

make

the

company,

director

or

manager

liable

for

debts and obligations.

The exception to lifting the veil arise in the following situations:

Number of member reduced to below 2.

A person who is the member

and is aware of the

this, is liable for all the debts after those 6 months.

Fraudulent Trading.

In the course of winding up, the court finds that the company’s business has been carrying out

with the intention to defraud creditors, the court will hold any person who has the knowledge be

liable for the debts

–

sec 304 (1) CA

.

Re William C Leitch Brs Ltd

Publication of Name

The

issuing

of

bill

of

exchange,

cheque,

other

negotiable

instruments

without

the

company’s

name is mention, that person will be liable to the holder of the instrument.

4.

Holding and subsidiary companies

Hotel Jaya Puri Bhd. VS National Union of Hotels, Bar & Restaurant Workers & Anor.

TYPES OF COMPANIES

Companies limited by share

Liability of a member’s

contribution to the company’s assets is limited to the amount unpaid of

his share.

BORLAND’S TRUSTEE vs STEEL BROS. & CO. LTD

A Share is the interest of the share holder in the company measured by a sum of money…

Companies Limited by Guarantee

Liability of members is limited to such amount as the member have undertaken to contribute to

the asset in the event of being wound-up.

Companies form to incorporate research association, charitable organization or non profit making

organizations.

Private and Public Companies

Private companies:

Restrict the right to transfer its share

Members not more than 50

No invitation to public to subscribe its share

No invitation to public to deposit money with the company.

MEMORANDUM AND ARTICLE OF ASSOCIATION

Memorandum

of

association

(MA)

states

the

essential

components

of

the

company

ie

the

object of which the company is form.

The MA provides information to those who do business