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Company Law

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  • March 2013
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BT20403/Company Law

Business Entities:
Company Law

Topics covered:
Types of Company
Formation of a company;
• Promoters
Pre-Incorporation Contract
• Memorandum and Articles of Association
Inconsistency between the object and the
company’s activities
Upon incorporation:
• Company is an artificial legal person
• Separate legal entity

Lifting the corporate veil
scs&ismk/company law

CONT.

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The Effect of Incorporation
• Memorandum of Association & Articles of

Directors’ duties and liabilities

association

• Common law & statutory
• Termination

• Limited Liability

Winding up

Doctrine of Ultra Vires
Pre-Incorporation Contract
Directors’ duties and liabilities

scs&ismk/company law

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In Malaysia, the law relating to companies are
governed by the Companies Act 1965 (CA 1965).

scs&ismk/company law

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The word company or corporation is defined under
s.4(1) CA:

Besides the CA 1965, other relevant legislations are
the Capital Markets Act 2007, the Securities
Commission Act 1993 and the Companies
Commission of Malaysia Act 2001.

“company” means a company incorporated pursuant
to this Act or pursuant to any corresponding
previous enactment;

Although company law in Malaysia is based mainly
on CA 1965, there are key areas of company law
which are based on judicial precedents.

“corporation” means any body corporate formed or
incorporated or existing within Malaysia or outside
Malaysia.

A company or corporation is a legal association of
people who combine to finance a business.
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scs&ismk/company law

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1

BT20403/Company Law

A company with share capital is a private company if
its M&A provides: s.15(1)

S.14(2)
S.14(2) CA 1965 provides the classification of
companies:

• restricts the right to transfer shares;
• Limits the number of members to not more than 50;
• Prohibits any invitation to public to subscribe any of

Type of companies...

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