LAW485 COMPANY LAW

LECTURER :

PUAN MAZLINA BT MOHAMAD MANGSOR @ MANSOOR

FACULTY OF LAW, UiTM SHAH ALAM
Office Room No. : 314, Cempaka 2
Hp No : 0174148616
Email : mazlinauniversiti@gmail.com
Course Objectives

 To inculcate the students with relevant statutory

provisions and case laws in Company Law
 To expose the students to several aspects of
Company Law both under Common Law and also
Islamic Law which subsequently may regulate
their professional careers in reality
 To examine whether there is any loopholes in the
law and to study the latest issues that arises
pertaining to company activities.
Learning Outcome
At the end of the course, students should be
able to:
 Apply the principles of company law as an
important governance of business entities.
 Compare the principles of company law from
both Syariah and conventional perspectives.
 Develop an ability to identify the important
sources of law (statute and/or case laws)
applicable to specific problem in company
activities.
COURSE CONTENT:
Topic 1 : Business Organization
Topic 2: Classification of Company
Topic 3: Company as a Corporation
Topic 4: Constitution of Company
Topic 5: Officers of Company
Topic 6: Membership of Company
Topic 7: Meetings
Topic 8: Shares
Topic 9: Debentures
Topic 10: Winding Up
Topic 11: Contract of Syirkah in Islam
Topics Areas Dates
Topic 1 Business Organisation
Topic 2 Classification of Company
SEMINAR 1
Topic 3 Company as a Corporation

Topic 4 Constitution of Company SEMINAR 2

Topic 5 Officers of Company SEMINAR 3

Topic 6 Membership of Company SEMINAR 4

Topic 7 Meetings SEMINAR 5

Topic 8 Shares SEMINAR 6

Topic 9 Debentures
Topic 10 Winding Up SEMINAR 7
Topic 11 Contract of Syirkah in Islam
COURSE CONTENT:

Topic 1 : Business Organization

- Sole Proprietorship
- Partnership
- Company

Topic 2: Classification of Company

- Limited and Unlimited Company
- Public and Private Company
- Related Company
Topic 3: Company as a Corporation

- Concept of Incorporation
- Effects of Incorporation
- Separate Legal Entity
- Ability to sue and be sued
- Ability to own property
- Perpetual Succession
- Lifting Corporate Veil
Topic 4: Constitution of Company

Memorandum of Association
- Statutory Requirement
- Alteration of Memorandum
- Doctrine of Ultra Vires

Article of Association
- Statutory Requirement
- Alteration to Article
Topic 5: Officers of Company

Director
-Appointment
- Qualification
- Disqualification
- Removal
- Duties
Company Secretary
- Appointment
- Qualification
Auditor
- Appointment
- Qualification
Topic 6: Membership of Company
- Rights of Members
- Protection of Minority Shareholder

Topic 7: Meetings
- Types of Meetings
- Notice of Meetings
- Conduct of Meetings
Topic 8: Shares
- Nature of Shares
- Classes of Shares
- Capital Structure
- Variation of Class Rights
- Issues and Allotment of Shares
- Transfer and Restriction of Shares

Topic 9: Debentures
Charges
- Fixed
- Floating
- Priority of Charges
Topic 10: Winding Up

- Voluntary Winding Up
- Compulsory Winding Up

- Liquidator
-Appointment
- Qualification
- Disqualification

- Reconstruction of Company
- Takeover and Merges
Topic 11: Contract of Shirkah in Islamic
Law

- Definition of Shirkah
- Types of Sharikah
- Category of Sharikah according to Muslims’
Jurists
- Comparison with Malaysian Company Law
 SUMMARY OF THE COURSE:
1. BUSINESS ORGANISATION
1. INTRODUCTION 2. CLASSIFICATION OF COMPANY
3. COMPANY AS A CORPORATION

4. CONSTITUTION OF A COMPANY
5. OFFICERS OF COMPANY
6. MEMBERSHIP OF COMPANY
2. COMPANY LAW 7. MEETINGS
8. SHARES
9. DEBENTURES
10.WINDING UP

11. CONTRACT OF SHIRKAH IN

3. COMPARISON ISLAMIC LAW
METHOD OF TEACHING:

LECTURE, TUTORIAL AND STUDENT-CENTRED

LEARNING

EVALUATION:
CONTINUOUS ASSESSMENT : 60%
1 Test 1 10%
2 Group Assignment 1 10%
3 Group Assignment 2 10%
4 Group Presentation 20%
5 iClass participation 5%
6 Class participation 5%
FINAL EXAMINATION : 40%
----------
100%
CONTINUOUS ASSESSMENT : 60%
1 Test 1 10%
Seminar 4
2 Group Assignment 1 10%
Next seminar after presentation. GREEN Front Cover. Typewritten.
Title ASSIGNMENT ONE. Simple binding – staple only. No binding etc2.
3 Group Assignment 2 10%
Choose TWO (2) questions from OTHER GROUP’s presentation & write a written
assignment. WHITE Front Cover. Typewritten. Title ASSIGNMENT TWO. (Date line
SEMINAR 6) (Submission on SEMINAR 7/ onwards, marks will be deducted)
4 Group Presentation(s) 20%
One group will do a presentation during each seminar. Printed slides. Allocation of
marks will be informed later including marks for slides etc2.
5 Class Participation 5%
Each student need to attend at least 5 times of the lectures to entitle 5%.
5 iClass Participation 5%
Each student must leave message/ comment/etc2 at least >5 times in a semester.
Ends 10 days after Seminar 7.
FINAL EXAMINATION : 40%
----------
100%
REFERENCES :
1. Companies Act (Malaysia) 2016
2. Aiman Nariman, Mohd Sulaiman, Aishah Bidin –
Commercial Applications of Company Law In
Malaysia –CCH
3. Chan Wai Meng (2017), Essential Company Law
in M’sia: Navigating the Companies Act 2016.
Sweet & Maxwell, 2017
4. Salmiah S. (2018), Introduction to Partnership
and Company Law. Penerbit UiTM 2018.
5. Kenneth F.P.K & Lee S. (2017), Companies Act
2016: the New Dynamics of Company Law in
Malaysia. CLJ Publication, 2017.
 TASK DURING SEMINAR 1
 GROUP FORMATION
 Please form a group of 5-6 members and please
NAME your group using a company name ie
Syarikat _________ Sdn Bhd/ Bhd. (<4
members/ lesser are NOT allowed unless with
the approval of the lecturer)
 Please submit the group NAME & ALL group
MEMBERS @idiscuss – title GROUP
FORMATION.
 Please proceed to choose the slot for
presentation for each group starting from
Seminar 2.
HOW TO ANSWER QUESTION?

GENERAL FORMAT

1. Issue:
Whether ……? (in question form)
Example: Whether the corporate veil may be lifted under judicial exceptions?
Whether there is a breach of auditor’s statutory duty?

2. Law:
Discuss the relevant definition (if any) and establish the theory/main subject matter/
general rule/ exceptions, the relevant section(s) and the related cases (explain in
details where appropriate) that supported the argument. The more cases provided,
the better. The less cases provided, the less marks granted.

3. Application
Apply and discuss the legal position of the character (Ahmad/Abu/Sarah/ whoever)
in the question & answer the issue whether the corporate was lifted for the
character and support with relevant section & cases(summary only) / whether the
character who was an auditor has breach the statutory duties and support with
section & cases (summary only)

4. Conclusion
TYPE A
One law one application

1. FIRST Issue: Whether ……? (in question form)

2. Law:
3. Application
4. Conclusion

1. SECOND Issue: Whether ……? (in question form)

2. Law:
3. Application
4. Conclusion

1. THIRD Issue: Whether ……? (in question form)

2. Law:
3. Application
4. Conclusion
TYPE B
One law, many issues & many applications
If the law can address many issues, so you don’t need to rewrite the law/
separate the Issues.

1. Issue:
a. FIRST Issue: Whether ……? (in question form)
b. SECOND Issue Whether…?
c. THIRD Issue Whether ….?

2. Law
-same provisions/ sections used for all the issues & applications
3. Application
a. FIRST Application – different paragraph
b. SECOND Application – different paragraph
c. THIRD Application – different paragraph

4. Conclusion
THANK YOU

 THANK YOU