Company Law and Secretarial Practices
ACW 204/3 COMPANY LAW AND SECRETERIAL PRACTICES
SEMESTER 1
ACADEMIC SESSION 2012/2013
LECTURER: DR. HAZRIL IZWAR IBRAHIM
PREPARED BY:
NAME MATRIC NO.
CHEE HUI JUN 114071
GOH XIAO YUING 111912
KOK JE SEN 111919
LEE CHIA YEE 111921
TOH SHER LYNN 111987
YEOH LI YEN 111996
1. “Incorporation is the bedrock upon which Company Law is built.” Incorporation means the process of legally declaring a corporate entity as separate entity from its owners. Incorporation has many advantages for a business and its owners, including:
Protects the owners’ assets against the company’s liabilities.
Allows for easy transfer of ownership to another party.
Achieves a lower tax rate than on personal income.
Receives more lenient tax restrictions on loss carry forwards.
Can raise capital through the sale of the stock. Incorporation involves drafting a “Memorandum of Association” and an "Articles of Association", which lists the primary purpose of the business and its location, along with the number of shares and class of stock being issued, if any. Incorporation will also involve state-specific registration information and fees. Those procedures are undertaken by a promoter who is a person who starts up a business, particularly a corporation, including the financing. The formation of a corporation starts with an idea. Pre-incorporation activities transform this idea into an actual corporation and the promoter is the individual who carries on these activities. Usually the promoter is the main shareholder or one of the management team and receives stock for his/her efforts in organization. Without incorporation, Company Law cannot stand by itself as law amended is critically meant to protect the shareholders as well as the member of the company which is incorporated. As mentioned above, incorporation tends to protect the welfare of the business and its owners in various perspectives like intellectual property, taxation and
SEMESTER 1
ACADEMIC SESSION 2012/2013
LECTURER: DR. HAZRIL IZWAR IBRAHIM
PREPARED BY:
NAME MATRIC NO.
CHEE HUI JUN 114071
GOH XIAO YUING 111912
KOK JE SEN 111919
LEE CHIA YEE 111921
TOH SHER LYNN 111987
YEOH LI YEN 111996
1. “Incorporation is the bedrock upon which Company Law is built.” Incorporation means the process of legally declaring a corporate entity as separate entity from its owners. Incorporation has many advantages for a business and its owners, including:
Protects the owners’ assets against the company’s liabilities.
Allows for easy transfer of ownership to another party.
Achieves a lower tax rate than on personal income.
Receives more lenient tax restrictions on loss carry forwards.
Can raise capital through the sale of the stock. Incorporation involves drafting a “Memorandum of Association” and an "Articles of Association", which lists the primary purpose of the business and its location, along with the number of shares and class of stock being issued, if any. Incorporation will also involve state-specific registration information and fees. Those procedures are undertaken by a promoter who is a person who starts up a business, particularly a corporation, including the financing. The formation of a corporation starts with an idea. Pre-incorporation activities transform this idea into an actual corporation and the promoter is the individual who carries on these activities. Usually the promoter is the main shareholder or one of the management team and receives stock for his/her efforts in organization. Without incorporation, Company Law cannot stand by itself as law amended is critically meant to protect the shareholders as well as the member of the company which is incorporated. As mentioned above, incorporation tends to protect the welfare of the business and its owners in various perspectives like intellectual property, taxation and
References: 1) http://www.scribd.com/doc/64780622/1/S128-1-Companies-Act-1965 2) http://www.ssm.com.my/files/clrc/consultation_documents/cd2.pdf 3) Chan Wai Meng (2012) . Company Law in Malaysia: Cengage Learning.