CIA2008 TUTORIAL

6 NOVEMBER
9-10 AM

PARTNERSHIP

2.Peter and Tim are partners of the firm, PT & Co. PT & Co carries on the business of selling
used mobile phones. The business has been suffering losses for the past two years
and Peter does not want to continue the business. However, Tim is not agreeable.
Discuss whether Peter may take steps to dissolve the partnership.
(4 marks)

According to Section 34(1)(c) Partnership Act 1961, a partnership can be dissolved when
either partner notifies the other partner if entered into for an undefined time. Since PT & Co.
has no fixed period on their partnership agreement, Peter can give notice to his partner, Tim,
stating his intention to dissolve the business. Commented [wmc1]: Add on when the partnership will
dissolved?
As we know, under Section 3 Partnership Act 1961, a partnership is a contractual agreement
between individuals that carry on the same business in order to gain profit. But in this case,
the business, PT & Co. has been suffering losses for the past two years. Therefore, Peter can
apply to the court to terminate the partnership in compliance with Section 37(e) Partnership
Act 1961, since the company can only be carried out at a loss.

QAIRUNNISYA NAJWA
17078587

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3.Oleen retired from ABC & Co on 1 September 2020. She advertised her retirement in three
national newspapers on 2 September 2020. On 5 September 2020, ABC & Co ordered Commented [wmc2]: Debts incurred after retirement. –
4 computers valued at RM10,000 from MH Sdn Bhd. Last week, Oleen received a s.38 – holding himself out as partner?
notice from MH Sdn Bhd demanding for payment of RM10,000 for the computers. Formatted: Font color: Red
Advise Oleen whether she is liable to MH Sdn Bhd on the following assumptions:

(i)ABC & Co had no dealings with MH Sdn Bhd before Oleen’s retirement. Commented [wmc3]: s.38 – no dealings, to avoid holding
(2 marks) out, gazette your retirement

(ii)ABC & CO had dealings with MH Sdn Bhd before Oleen’s retirement. Commented [wmc4]: s38 holding out? To avoid holding
(2 marks) out, Oleen kust inform MH SDn Bhd of her retirement.

i) Based on section 19(2) of the partnership act, a partner who retires from a firm Formatted: Font color: Red
does not thereby cease to be liable for partnership debts or obligations incurred
before his retirement. Assuming that there were no dealings between ABC & Co and Formatted: Font color: Red
MH Sdn Bhd before Oleen’s retirement, therefore, Oleen is not liable to pay
RM10,000 since the deal happened after Oleen’s retirement.

ii) Based on section 19(2) of the partnership act, Oleen is still liable for the debts or
obligations incurred by ABC & Co before her retirement. Thus, Oleen has to pay RM
10,000 to MH Sdn Bhd Commented [wmc5]: WRONG

MOHAMMAD AQIL

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COMPANY LAW

EXERCISE 1

EXERCISES 1

1. Sarah and Sam like the name “Sasa”. They want to incorporate a new company and
name it “Sasa”, without the word “Sendirian” and “Berhad”. However, they were told
that they cannot do so.

You are required to explain the types of companies which could be named “Sasa
Sendirian”, “Sasa Berhad” and “Sasa Sendirian Berhad”.

ANSWER:
(i) Sasa Sendirian (Unlimited Company)

In accordance to Section 25 (1)(c) of Companies Act 2016, a company whose name ends
with the word “Sendirian” is an unlimited company, therefore Sasa Sendirian is Formatted: Highlight
indeed an unlimited company which indicates no limit on liability to all members of the Sasa
Sendirian as highlighted in Section 10(4). Plus, Sasa Sendirian can either be a private or Formatted: Strikethrough
public company.

(ii) Sasa Berhad (Public Company)

In accordance to Section 25 (1)(a), a company whose name ends

with the term “Berhad” is a public company. Therefore, Sasa Berhad is a public
company as defined in Section 2(1), a company other than the private company
.


(iii) Sasa Sendirian Berhad (Private Company)

Sasa Sendirian Berhad is a private company based on the Section 25(1b) of Companies Act
2016 in which the name of a private company ends with the term “Sendirian Berhad
”. A private company has one to 50 members
, as well as it is limited by shares and has restriction
on transfer of shares as highlighted in Section 42. Plus, Sasa Sendirian Berhad is prohibited
from offering, and receiving deposits from the public based on Section 43.

SYAZA KHALISAH (17153578)

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2. What are the difference between a limited company and an unlimited company in the
following aspects:
(a) the liability of the company to repay its debts
(b) the liability of the member for the obligations of the company. Commented [wmc6]: s.10(2), (3), (4)
s.192(2)
s.435((2)
A. According to section 20 Company Act2016, whatever it is limited or unlimited company, these
all companies have liability to repay the debts

B. According to section 10(2)and (3) Company Act 2016, there are 2 types of limited company,
which are limited company by shares and limited company by guarantee.

According to section 435(2)(b),for the members of limited company by shares, they will be required Formatted: Font color: Red
to contribute an amount not exceeding
the amount, if any, unpaid on their shares Formatted: Font color: Red
; and according to section 435(2)(c), for the members of limited company by
guarantee, their contributions shall not Formatted: Font color: Red
exceed the amount he has committed to pay in the event the company is wound
up;

According to section 10(4) and section 192, the unlimited company formed on the principle of
having no limit on its members’ liability , which means if the company has to liquidate there is no
protection for the shareholders, and there is essentially no limit on what they can lose in order to
pay back creditors.

Zhang XueQing (17066064)

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EXERCISES 2

3.The shareholders of Santori Sdn Bhd are Sunny, Terri and Ratna. Santori Sdn Bhd holds all Formatted: Highlight
the shares in Kotor Bhd and controls the composition of board directors in Bersih Bhd.
Kotor Bhd holds all the shares in Gelap Bhd and 50% of the shares in Trang Sdn Bhd. Formatted: Highlight
Gelap Bhd holds 25% of the shares in Bright Bhd and 99% shares in Dark Bhd. Bersih
Formatted: Font color: Red, Highlight
Bhd holds all the shares in Chop Bhd and 50% of the shares in Cut Sdn Bhd. Cut Sdn
Bhd holds 100% of the shares in Aiyoh Sdn Bhd. Chop Bhd holds all the shares in Cry
Bhd. You are required to name:
(i) The wholly owned subsidiaries of Santori Sdn Bhd. Commented [wmc7]: Kotor Bhd and Gelap Bhd
(ii) The ultimate holding company of Cut Sdn Bhd.
Commented [wmc8]: None
(iii) The related companies of Bersih Bhd.
(3 marks)
Fan Dee See 17144233

i) Under section 6, a wholly owned subsidiary is a company whose common stock is 100%
owned by another company, the parent company . In this case, Santori Sdn Bhd holds all
shares in Kotor Berhad, hence, Kotor Berhad is the wholly owned subsidiary of Santori Sdn
Bhd.
ii) Under section 5, an ultimate holding company is a body corporate that has a majority
shareholding and has control of another company. Furthermore, an ultimate holding company
is not a subsidiary of another body corporate. The ultimate holding company of Cut Sdn Bhd
is Santori Berhad
iii) Under Section 7, the related company means any entity that is directly or indirectly
controlled by, in control of or under common control with the Company. Santori Berhad, Formatted: Highlight
Chop Berhad, Cry Berhad, Cut Sdn Bhd and Aiyoh Sdn Bhd.

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 (b)Sunny was informed by his daughter, Cally, who is currently studying Company Law
that there is a possibility that Santori Sdn Bhd is not required to have its
accounts audited and filed with the Registrar of Companies. You are required
to advise Sunny whether the information given by Cally is correct.
(6 marks)

Nur Farahin 17144505

Santori Sdn Bhd may be exempted if the company meets the condition for certain qualified
private companies stated in Practice Directive 3/2017. The first category is dormant
companies. Santori Sdn Bhd must be inactive for the current and immediate past financial
year with no record of accounting transactions. Second category is zero-revenue companies.
Santori Sdn Bhd is qualified if; in the current and immediate past two financial years, the
company does not make any income and has a total assets of not more than RM300,000.
Third category is threshold-qualified companies. If Santori Sdn Bhd does not make any
revenue of not more than RM100,000, having a total assets less than RM300,000 and does
not own more than 5 employees in the current and immediate preceding 2 financial years,
Santori Sdn Bhd can opt for its accounts exempted from being audited.

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 (c)Santori Sdn Bhd has three members, namely Sunny, Terri and Ratna. Recently,
Ratna offered to sell her shares to Oops Sdn Bhd. Oops Sdn Bhd wrote to the
board of directors of Santori Sdn Bhd for their commitment to register the
shares in Oops Sdn Bhd’s name if Oops Sdn Bhd were to buy the shares. You
are required to advise the board of Santori Sdn Bhd on the consequences of
Ratna selling her shares to Oops Sdn Bhd.
(4 marks)

According to section 2(1) Santori Sdn Bhd is a private company limited by shares and there
are 3 shareholders Sunny,Terri and Ratna and both of them are nature person therefore no
shareholder is corporation and there is no beneficial interest in shares held by
corporation,therefore Santori Sdn Bhd is an exempt private company.In this case if one of
the shareholders named Ratna offered to sell her shares to Oops Sdn Bhd, Oops Sdn Bhd
as a corporation will become the shareholder of Santori Sdn Bhd,therefore Santori Sdn Bhd
will no longer be the exempt private company.And according to section 260 and 261,Santori
Shn Bhd can not exempted from filing its financial statements and reports with the ROC. And
can not exempt from Section 224 and 225,which Santori Sdn Bhd can not gives loan to its
director or its directors' related companies and can not give loan to a person connected with
directors or the directors holding companies.

Gu Difei

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4.Rahim and Ben hold all the shares in Good Sdn Bhd and Happy Bhd. Good Sdn Bhd holds
all the shares in Janji Bhd and 51% of the shares in Promis Bhd. Janji Bhd holds all
the shares in Hijau Sdn Bhd and controls of the composition of the board of directors
of Sungai Bhd and Rain Bhd. Promis Bhd holds 51% of the shares in Burung Sdn.
Happy Bhd holds 75% of the shares in Semut Bhd. Semut Bhd holds 70% shares in
Cacing Bhd and 50% shares in Tikam Bhd. Cacing Bhd holds all the shares in Awan
Sdn Bhd. Tikam Bhd holds all the shares in Pisau Bhd and controls the composition of
board of directors in Parang Bhd. Discuss the following separately:

(a)You are required to name:

(i)The wholly owned subsidiaries of Good Sdn Bhd.
(ii)The related companies of Promis Bhd.
(iii)The ultimate holding company of Cacing Bhd
(iv)The unlimited company
(v)The exempt private company

Muhamad Yasyri

8
(b)Rahim wants to sell his shares in Good Sdn Bhd. Pantai Sdn Bhd is interested to
purchase the shares at a good price. What are the consequences if the Rahim
transfers his shares to Pantai Sdn Bhd?
Is your answer different if Pantai Sdn Bhd agrees to allow Rahim to hold the
shares on their behalf?

According to Section 4, the consequences if Rahim transferred his shares to Pantai

Sdn Bhd is Pantai Sdn Bhd will eventually become the shareholder and
holding company of Good Sdn Bhd. Others than that, before Rahim
transferred his shares to Pantai Sdn Bhd, Good Sdn Bhd is an exempted
private company since no shareholders are corporation under Good Sdn Bhd.
After Rahim transferred his shares to Pantai Sdn Bhd, Good Sdn Bhd will no
longer is an exempted private company, Pantai Sdn Bhd as a corporation will
become the shareholder of Good Sdn Bhd. Thus, Good Sdn Bhd will no
longer be exempted from filing its financial statements and reports with the
ROC, comply with section 260 and 261. According to Section 224 and 225,
Good Sdn Bhd cannot gives loan to its director or its directors' related
companies and also cannot give loan to a person connected with directors or
the directors holding companies.

If Pantai Sdn Bhd agrees to allow Rahim to hold the shares on their behalf, the
answer is still the same, Good Sdn Bhd will no longer an exempted private
company because according to Section 2(1), there should be no beneficial
interest in shares held by the corporation.

Tea Chen Wai

9
5.Alan and Ben own all the shares in Topical Bhd and Tonic Sdn Bhd. They are also the
directors of the two companies. Topical Bhd controls the composition of board of
directors of Elegance Sdn Bhd and holds all the shares in Fun Bhd. Fun Bhd owns all
the shares in Good Sdn Bhd and 51% of the shares in Hope Bhd. Hope Bhd holds
50% of the shares in Prefect Bhd. Prefect Bhd controls the composition of board of
directors of Solo Bhd. Tonic Sdn Bhd holds all the shares in Lovely Sdn Bhd and
controls the composition of the board of directors of Yeap Bhd. Lovely Sdn Bhd holds
70% of the shares in Cantek Sdn Bhd and all the shares in Beau Bhd. Discuss the
following separately

(a) You are required to name:

(i) The related companies of Fun Bhd.
(ii) The ultimate holding company of Cantek Sdn Bhd.
(3 marks)

Nurul Nabila

i) Under Section 7, the related company means any entity that is directly or
indirectly controlled by, in control of or under common control with the Company.
Topical Bhd, Goods Sdn Bhd, Hope Bhd, Perfect Bhd and Solo Bhd.

ii) Under section 5, an ultimate holding company is a body corporate that has a
majority shareholding and has control of another company. Furthermore, an
ultimate holding company is not a subsidiary of another body corporate . The
ultimate holding company of Cantek Sdn Bhd is Tonic Sdn Bhd.

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 (b) Alan is facing some financial problems and wants to sell his shares in Topical
Bhd. Ben is interested in buying Alan’s shares but unsure whether he can be
the only member of the company. Ben also wants to know whether he can
request Alan to resign as a director so that he (Ben) is the only director of the
company. You are required to advise Ben.
(6 marks)

According to section 25(1)(a), a company should end with the abbreviation

Bhd if it is a public company and therefore it can be shown that Topical Bhd is
a public company.

According to section 9(b) of the Companies Act 2016 states that a company
can have one or more members. This allows the incorporation of a company
with only one member. Hence, Ben is allowed to be the only member of
Topical Bhd.

According to section 196(1), a public company should have a minimum of 2

resident directors. Section 196(3) states that a director shall not resign if his
resignation causes the number of directors in the company to be below
minimum requirement. With that said, Ben cannot request Alan to resign as a
director and be the only director of Topical Bhd as the company will have only
1 resident director which is below the minimum requirement of the Companies
Act 2016.

Dhannyaa

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