This document provides an overview of company law in Malaysia. It defines a company as an artificial person created by law to conduct business as a separate legal entity from its members. The key advantages of the company structure are limited liability, allowing large numbers to pool resources, and continuity of existence regardless of changes in ownership. The document outlines the different types of companies under Malaysian law, including public and private companies, limited and unlimited companies, and holding/subsidiary relationships. It also discusses key terms like shares, equity/debt capital, and members. Formation of a company requires submitting documents like the Memorandum and Articles of Association to the Registrar of Companies.
This document provides an overview of company law in Malaysia. It defines a company as an artificial person created by law to conduct business as a separate legal entity from its members. The key advantages of the company structure are limited liability, allowing large numbers to pool resources, and continuity of existence regardless of changes in ownership. The document outlines the different types of companies under Malaysian law, including public and private companies, limited and unlimited companies, and holding/subsidiary relationships. It also discusses key terms like shares, equity/debt capital, and members. Formation of a company requires submitting documents like the Memorandum and Articles of Association to the Registrar of Companies.
This document provides an overview of company law in Malaysia. It defines a company as an artificial person created by law to conduct business as a separate legal entity from its members. The key advantages of the company structure are limited liability, allowing large numbers to pool resources, and continuity of existence regardless of changes in ownership. The document outlines the different types of companies under Malaysian law, including public and private companies, limited and unlimited companies, and holding/subsidiary relationships. It also discusses key terms like shares, equity/debt capital, and members. Formation of a company requires submitting documents like the Memorandum and Articles of Association to the Registrar of Companies.
This document provides an overview of company law in Malaysia. It defines a company as an artificial person created by law to conduct business as a separate legal entity from its members. The key advantages of the company structure are limited liability, allowing large numbers to pool resources, and continuity of existence regardless of changes in ownership. The document outlines the different types of companies under Malaysian law, including public and private companies, limited and unlimited companies, and holding/subsidiary relationships. It also discusses key terms like shares, equity/debt capital, and members. Formation of a company requires submitting documents like the Memorandum and Articles of Association to the Registrar of Companies.
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What is a company law and how useful is a
company as a business structure
Type of business organization Sources of Law Classification of companies How to form a company Important terminologies (i) Sole proprietor To earn extra income, Pak Din decided to sell nasi lemak at a Pasar Malam three times a week. Pak Din spend about RM40-50 for the preparation of nasi lemak. He managed to sell about 80-100 packs per night.
(ii) Partnership Pak Dins cousin Pak Abu suggested that he should open a stall at the food court nearby. Pak Abu offered himself to be Pak Dins partner, he contributed some money to rent the place and ran the stall DELI NASI LEMAK together. At the end of the month they share the profit. (iii) Company After two years, Pak Din & Pak Abu decided to form a company Deli Nasi Lemak Sdn Bhd. Both of them have 30 % shares, 15 % shares each to their sons Amir & Aidit and 10 % to their friend Pak Ali. Pak Din, Pak Abu and Pak Ali were also directors of the company. An artificial person created by the law.
To hold property and carry on business or other activity as an entity separate from the participants (investors, managers) in that business or activity.
Allowing a large number of people to pool their resources. Limited liability if a company is unable to pay its debt, then those participants who have invested money in the company are not liable to pay more than what they have agreed to pay. Company is a separate legal entity. Company Act 1965 (main statute) It is based on: Australia Uniform Co. Legislation 1961 UK Companies Regulation 1966 Case Laws Reception of English common law and statutes- section 3 & 5 of the Civil Law Act1956 Security Commission Act 1993 Capital Market and Services Act 2007 Bursa Malaysia Listing Requirements Code of Takeover & Mergers 2010 Code of Corporate Governance 2000 (regulates corporate transaction in public companies) Companies Commission of Malaysia (Provide regulatory framework for corporate & business affairs in Malaysia) Securities Commission Bursa Malaysia Public Company Any member from public Can be listed (sec 4 (1)) Can change from private to public or public to private (sec 26) Private Company Limited to certain people Sec 4 (1), 15 (1) Has the word Sdn
Limited Company Limited by shares or limited by guarantee Has the word Bhd
Unlimited company Liability of member is unlimited Very rare May convert to limited Limited by shares Most common Liability of members is limited to the amount of unpaid shares hold by them.
Limited by guarantee Non-trading co. No share capital Non-profit activities No shareholders Liability arise only upon winding up Parent/Holding Company and Subsidiary Company Sec 5: Control the composition of BOD Control more than half of voting power Control more than half issued share capital Refer to Secs 5A, 5B, 6. Foreign Companies (secs 329-340) Formed outside Malaysia Head office not in Malaysia Investment Companies (secs 319-328) Declared by the minister as investment company Engage in making investment in marketable securities Sec 14 (1)-2 or more persons may form a company. Companys name-lodge to the ROC Sec 22 (1)-must not be undesirable, identical, related to state or country Reservation of name- 3 months, sec 22 (7) Submit the relevant documents-MOA, AOA, other statutory declarations. Within 1 week the process could be completed-ROC issue certificate of incorporation Sec 14 (1)-2 or more persons may form a company. Companys name-lodge to the ROC Sec 22 (1)-must not be undesirable, identical, related to state or country Reservation of name- 3 months, sec 22 (7) Submit the relevant documents-MOA, AOA, other statutory declarations. Within 1 week the process could be completed-ROC issue certificate of incorporation Company and Corporation Share Equity capital Debt capital Member of company
Company : a company incorporated pursuant to the Act or pursuant to any corresponding previous enactment Corporation: Any body corporate formed and incorporated or existing within Malaysia or outside Malaysia and includes any foreign company Share : An interest of a shareholder in the company measured by a sum of money for the purpose of liability in the first place and of interest in the second, but also consisting of mutual covenants entered into by all the shareholders (Borlands Trustee v Steel Bros & Co Ltd) Equity Capital: Capital contribute d by the members of the company. A member of a company: People who have invested money with the company in the expectation that they will receive a return on their money if the company is successful. Debt capital : Method of financing business e.g, loan, credit facilities etc.