Professional Documents
Culture Documents
of
Companies
(J’02
Q4;
D’94
Q6)
-‐ Section
4
CA’65
a
public
co
is
defined
as
any
co.
other
-‐ Section
4
CA’65
a
private
co.
refers
to
any
co.
which:
than
a
private
co.
This
therefore
means
that
a
public
co
(i) Existed
as
a
private
co.
prior
to
the
commencement
of
need
not
have
a
share
capital,
is
free
to
invite
the
public
the
CA’65,
or
to
subscribe
for
its
shares
or
debentures
and
need
not
(ii)Has
been
incorporated
as
a
private
co.
-‐
s.15.
restrict
the
right
of
its
member
to
transfer
its
shares. (iii)Has
been
converted
into
a
private
co.
-‐
s.26.
-‐ Section
15
CA’65
a
private
co.
is
one
which
has
share
capital
and
its
MA
or
AA:
1. restricts
the
right
to
transfer
its
shares;
2.limits
to
not
more
than
50
the
number
of
its
members
;
3.prohibits
any
invitation
to
the
public
to
subscribe
for
any
shares
in
or
debentures
of
the
co;
and
4.prohibits
any
invitation
to
the
public
to
deposit
money
with
the
co.
for
fixed
periods
or
payable
at
call,
whether
bearing
or
not
bearing
interest.
Limited
by
Shares
or
Guarantee
-‐ Section
4
CA’65
-‐
a
co.
formed
on
the
principle
of
having
-‐ Section
4
CA’65
-‐
a
co.
formed
on
the
principle
of
having
the
liability
of
its
members
limited
by
the
memorandum
the
liability
of
its
members
limited
by
the
memorandum
to
the
amount
(if
any)
unpaid
on
the
shares
respectively
to
such
amount
as
the
members
may
respectively
held
by
them. undertake
to
contribute
to
the
assets
of
the
co.
in
the
event
of
it
being
wound
up.
-‐ Thus,
in
a
co
limited
by
shares,
each
member
will
have
no
further
liability
if
he
has
fully
paid
for
his
shares. -‐ Thus,
if
in
a
co.
limited
by
guarantee,
the
members
would
only
have
to
pay
up
on
the
amount
guaranteed
by
them,
if
the
co.
goes
into
liquidation.
-‐ Section
14A
CA’65
-‐
no
co.
limited
by
guarantee
can
be
formed
with
share
capital.
THis
type
of
co.s
generally
apply
to
non-‐trading
co.s
which
are
not
profit
motivated
which
aim
to
keep
income
and
expenditure
in
balance
but
also
have
the
members
guarantee
as
a
form
of
reserve
capital
if
it
becomes
insolvent.
-‐ Section
5
CA’65
a
co.
is
deemed
to
be
the
subsidiary
of
another
co.
if:
(a) That
other
company:
-‐ Controls
the
composition
of
the
BOD
of
the
first
mentioned
corporation;
-‐ Controls
more
than
half
of
the
voting
power
of
the
first
mentioned
corporation;
-‐ Holds
more
than
half
of
the
issued
share
capital
of
the
first
mentioned
corporation;
(excluding
any
part
thereof
which
consists
of
preference
shares)
or
(b) The
first
mentioned
corporation
is
a
subsidiary
of
any
corporation
which
is
that
other
corporation’s
subsidiary.
Thus
for
example
if
A
Sdn
Bhd,
is
the
subsidiary
of
B
Sdn
Bhd,
which
itself
is
the
subsidiary
of
C
Sdn
Bhd,
then
A
Sdn
Bhd
will
be
considered
the
subsidiary
of
C
Sdn
Bhd.
Related Company
Section
6
CA’65
a
co.
is
related
to
another
co.
if
it
is
in
a
holding-‐
subsidiary
relationship
or
if
it
is
a
subsidiary
of
a
common
holding
co.
Section
4
CA’65
an
exempt
private
co.
is
a
private
co.
in
which
no
beneficial
interest
is
held
directly
or
indirectly
by
any
corporation
and
which
has
not
more
than
20
members
non
of
whom
is
a
corporation.
The
exempt
private
co.
enjoys
the
following
advantages
over
other
private
co.s:
(i) It
is
exempted
from
the
need
to
file
with
the
ROC
a
balance
sheet
and
profit
and
loss
a/c.
Eight
Schedule,
CA’65
and
the
conditions
therein.
(ii)It
is
exempted
from
the
provisions
of
Section
133
CA’65
which
generally
prohibits
a
co.
from
giving
loans
to
its
directors.
(iii)It
is
also
exempted
from
the
provisions
of
Section
133A
CA’65
which
generally
prohibits
a
co.
from
giving
loans
to
persons
connected
with
a
director.
At
least
2
At
least
2
Members
with
NO
max max
50
Directors
may
be
appointed
or
Directors
may
be
appointed
or
Directors
Appointment
reappointed
by
separate
resolution reappointed
by
one
resolution
Directors Retirement Directors must retire at age of 70 NOT necessary
Section
128
CA’65
a
director
must
be
Removal
of
director
must
be
by
Directors
Removal
removed
by
ordinary
resolution method
provide
in
the
MA
and
AA
At
least
2
At
least
2
No.
of
Members
max
20 max
50
Only
individuals.
Membership Corporations
cannot
have
any
direct
or
No
such
restriction
indirect
beneficial
interest
Company Partnership
Transferability
of
Title
and
Shares
in
co.s
can
be
transferred
Partners
require
other
partners
Liquidity
of
Investments freely approval
to
transfer
their
interest
Any
business
assets
are
owned
by
the
The
members
have
a
proprietorial
link
co.
and
not
the
s/holder
(Macaura
v
with
the
assets
of
the
business
and
title
Right
to
Own
Property Northern
Assurance).
So,
there
is
no
deeds
might
be
required
to
change
need
to
alter
title
deeds
when
shares
subsequent
to
any
change
of
changes
hands. membership.
A
corporate
form
can
secure
debts
by
Cannot,
but
can
borrow
mortgage
fixed
means
of
a
floating
charge. assets.
Loan
Capital
Can
borrow,
but
only
for
purposes
Have
unrestricted
powers
of
borrowing
covered
by
their
objects.
in
terms
of
amount
and
purpose.
Max
20
except
for
particular
professional
Membership NO
max partnership
such
as
accountants
and
lawyers
who
have
been
excluded
from
this
limitation.
-‐ The
case
of
Salomon
v
Salomon
&
Co
Ltd
established
a
very
important
principle
in
co.
law.
i.e.
that
once
a
co.
is
incorporated,
it
is
clothed
with
a
veil
of
incorporation
and
becomes
in
law
a
separate
legal
entity
distinct
and
separate
from
the
members.
-‐ The
co.
is
regarded
as
an
artificial
legal
person
having
its
own
rights,
duties
and
liabilities.
-‐ Among
other
things,
the
the
co.
has
power
to
hold
land,
may
sue
and
be
sued
in
its
own
name,
enjoys
perpetual
succession
in
that
the
death
of
one
or
more
of
its
members
does
not
automatically
result
in
a
dissolution
of
the
co.
(unlike
the
partnership)
and
in
the
case
of
a
limited
co.
its
members
enjoy
limited
liability
in
the
sense
that
their
liability
to
contribute
tot
hte
assets
of
the
co.
in
the
event
of
a
liquidation
is
limited
to
the
amount,
if
any,
unpaid
on
their
shares.
Section
16(5)
CA’65
Although,
the
co.
is
a
separate
legal
entity,
there
are
a
no.
of
circumstances
where
this
principle
will
be
disregarded
by
the
courts.
The
veil
of
incorporation
may
be
lifted
either
by
virtue
of
a
statutory
provision
or
by
established
case
law.