• Company Law
    in its constitutive documents (the Articles) by the “private company” clause. This clause must reflect the restrictions and prohibitions specified in s.25(1).[2] Essentially, this section limits the membership of a private company, restricts the transferability of the shares of a private company and...
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  • Copmany
    defendant to escape the limitation on his conduct by law and such rights of relief which third party hold against him. As pointed out in the case of Adams v Cape Industries plc (supra) one essential tool which the court will be looking out for is the intent of the defendant. Where the intents do not seem genuine...
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  • company law
    3 9-10 Reference 11 Case Reference 1) Salomon v. Salomon & Co. Ltd 2) Symington v. Symington’s Quarries Ltd 3) Daimler Co Ltd. v. Continental Tyre and Rubber Co. 4) Gilford Motor Co v. Horne 5 )Adams v. Cape Industries plc 6) Hochster v De La Tour ...
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  • Company Law Notes
    meaning that shareholders do not have a property interest in the property of the company and they do not own the company’s property: Macaura v Northern Assurance Co ltd -s601AD(1): a company continues to exist until it is deregistered by ASIC ( even if the shareholders of a small coy died, the company...
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  • Business Law
    always end with the words “Sdn Bhd” 7. (a) Judicial Exceptions i. company used to evade legal obligations or to commit fraud Case: Gilford Motor Co. v. Horne - The owner of the company who was formerly a director of the former company had entered into contract stating he could not set up his company...
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  • Company Law
    may prefer to do so via the LawNet database (access through the SMU Library website). Note: lawyers often abbreviate “Companies Act” to “CA”. Thus, s 19 CA means section 19 of the Companies Act. (Note that the spelling is Companies Act, not Company’s Act or Company Act). Ultimately, of course,...
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  • Company Law
    relating to companies are governed by the Companies Act 1965 (CA 1965). scs&ismk/company law 4 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 ...
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  • Company Law in Malaysia - Separate Legal Entity
    ‘promoters’. According to Cockburn CJ in Twycross v Grant (1877), a promoter is a “person who undertakes to form a company with reference to a given object and set it going and takes the necessary steps to accomplish the purpose”. While in Tengku Abdullah v Mohd Latiff bin Shah Mohd, [1996] 2 MLJ 265 Gopal...
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  • corporate law
    Fence Ltd. Corporate veil Refer to the case Salomon v Salomon & Co Ltd4, an incorporated company is a separate legal entity from its founder, shareholders and directors, which is a legal person with its own legal personality. In the case of Walker v Wimborne5, it was held that the debts incurred by each...
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  • Salomon vs Salomon
    property in its own right, can sue and be sued and also taxed in its own name. The principle of corporate entity was established in the case of Salomon v A. Salomon , now referred to as the ‘Salomon’ principle. The facts of this case were that the owner of a business sold it to a company he had formed...
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  • Incorporation of Company
    sees it as separate and independent of the persons who are members of that corporate body. The legal recognition given to the company is provided by S.16(5) of the Companies Act, 1965. it says: “On and from the date of corporation specified in the of incorporation…the subscribers to the memorandum together...
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  • Miss
    AND IMPOSE LIABILITY ON THOSE BEHINDE THE VEIL. E G (NO TRADING CERTIFICATE) COMMON LAW – CAN BUT IS NOT QUICK TO DO SO (E G Gilford motors co v Horne [1933] Jones v Lipman [1962] where the company is used to perpetrate a fraud, or is a facade or a sham. COMPANY TAX BURDEN IS HEAVY LIABLE TO...
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  • World News Ltd
    group as ‘a number of companies which are associated b common or interlocking shareholdings, allied to unified control or capacity to control’: Walker v Wimborne (1976) 137 CLR 1 at 6 per Justice Mason (Harris, Hargovan & Adams 2009). The courts have consistently emphasized that each company within...
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  • Corporatelaw
    rather, as the alter ego of the owners. To prevent the corporate veil from being pierced, it is important to keep minutes of the board meetings and to not co-mingle bank accounts. These measures help to ensure that the corporation will be treated as a separate entity. 1.2 Research Problem The major question...
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  • Company Law
    A company is an artificial legal person distinct from its members. Although in Scotland a partnership has a separate legal personality by virtue of s.4(2) of the Partnership Act 1890, this is much more limited than the personality conferred on companies. (d) A company can have as little as one member...
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  • Contract Law in Great Britain and the Usa
    (# simple contracts) Statute of Frauds 1677, s.4 Property Act 1925, s.1, s.40, s.136 ; 1989, s.1(3)(a), s.2(1) Consumer Credit Act 1974, s.67, s.68 Uniform Commercial Code 2-201 ( 2-202 Parol Evidence Rule) Jinright v. Russell (1971) Mulford v. Borg-Wagner Acceptance Corp. (1985) II...
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  • The Principle of Separate Corporate Personality
    Personality The principle of separate corporate personality has been firmly established in the common law since the decision in the case of Salomon v Salomon & Co Ltd, whereby a corporation has a separate legal personality, rights and obligations totally distinct from those of its shareholders. Legislation...
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  • Corporate Governance
    2006, s 3(1) + (2) (ii) Separate Legal Entity (SLE) – Int. Act 1978, s 8, Sch 1; LPA 1925 s 61 (iii) Perpetual Existence – can’t die, wound up (iv) Organs – Board Meeting & General Meeting (GM) (v) Share Capital v Loan Capital (vi) Limited Liability – Insolvency Act 1986, s 74(2)(d) ...
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  • Corporate Personality
    of the company but not the property of the company. The principle of corporate personality of a company was recognized in the case of Saloman v. Saloman & Co. 2. Corporation Sole : Is an incorporated series of successive persons. It consists of a single person who is personified and regarded by law...
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  • Company Law
    person that person can sue the company but cannot sue the owners. This well-established principle was laid down in the following case. Salomon v Salomon & Co Ltd [1897] (House of Lords) For several years Mr Salomon had carried on a business as a boot repairer and manufacturer. He formed a limited company...
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