Company Law
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.
2
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
3
In Malaysia, the 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
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. scs&ismk/company law
5
scs&ismk/company law
6
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
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.
2
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
3
In Malaysia, the 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
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. scs&ismk/company law
5
scs&ismk/company law
6
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