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 & CO.LTD

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