Malaysian Company Law
Akmal Marizalee
Jamielyn Jimmy
Introduction o Definition
- A company is an association of persons, existing as a separate legal entity from the owners (or members) - Legal Definition
o
S4(1) Companies Act (CA) 1965: corporation is any body corporate wherever formed or incorporated └ Include – any company or foreign company
└ Exclude -: Public authorities, Instrumentalities or agencies of the Government of
Malaysia or of any State or body corporate not incorporated for commercial purposes and declared as such by notice of the Minister in the Gazette; Corporation sole; Co-operative societies; and Trade Unions
Registered company is an artificial legal person
└ may buy or sell properties, exercise rights of ownership and may sign contract by using its common seal
└ Common seal is the signature of the company
Types of Company
Companies by liability
S. 14(2) Companies Act 1965 provides 4 types of companies by liability:a. A company limited by shares;
└ S4 company formed on the principle of having the liability of its members limited by the memorandum to the amount (if any) unpaid on the shares respectively held by them └ Liability of a member of this company will depend on whether his shares are fully paid or not
└ If holds fully paid shares, has no further liability to the company. (If the company becomes insolvent he does not have to contribute to the assets of the company)
└ If partly paid shares, will be liable to contribute to the company’s assets, up to the amount still unpaid on the shares
└ S214(1) – liability of a member on the winding up does not extend beyond the amount of unpaid shares
└ S22(3) – “Berhad” or “Bhd” as part of its name to indicate Ltd. Liability.
└ This is to inform the creditors that the liability of the members are limited and that they can only look to whatever assets the company has to seek payment of the company’s debt
└ Most common form of company classified into Private Co and
Jamielyn Jimmy
Introduction o Definition
- A company is an association of persons, existing as a separate legal entity from the owners (or members) - Legal Definition
o
S4(1) Companies Act (CA) 1965: corporation is any body corporate wherever formed or incorporated └ Include – any company or foreign company
└ Exclude -: Public authorities, Instrumentalities or agencies of the Government of
Malaysia or of any State or body corporate not incorporated for commercial purposes and declared as such by notice of the Minister in the Gazette; Corporation sole; Co-operative societies; and Trade Unions
Registered company is an artificial legal person
└ may buy or sell properties, exercise rights of ownership and may sign contract by using its common seal
└ Common seal is the signature of the company
Types of Company
Companies by liability
S. 14(2) Companies Act 1965 provides 4 types of companies by liability:a. A company limited by shares;
└ S4 company formed on the principle of having the liability of its members limited by the memorandum to the amount (if any) unpaid on the shares respectively held by them └ Liability of a member of this company will depend on whether his shares are fully paid or not
└ If holds fully paid shares, has no further liability to the company. (If the company becomes insolvent he does not have to contribute to the assets of the company)
└ If partly paid shares, will be liable to contribute to the company’s assets, up to the amount still unpaid on the shares
└ S214(1) – liability of a member on the winding up does not extend beyond the amount of unpaid shares
└ S22(3) – “Berhad” or “Bhd” as part of its name to indicate Ltd. Liability.
└ This is to inform the creditors that the liability of the members are limited and that they can only look to whatever assets the company has to seek payment of the company’s debt
└ Most common form of company classified into Private Co and