Business Law Chapter12

12
Company Law
OBJECTIVES
This chapter covers the fundamental principles of company law including:
• the principle of the legal entity of a company
• the basic factors which distinguish a company from a partnership and
sole-proprietorship
• types of companies
• formation and dissolution
• constitutions, board resolutions and the workings of company boards
• company’s powers of borrowing and providing security
• duties and responsibilities of company directors
• other such matters concerning corporate bodies
BUSINESS LAW (THIRD EDITION) All Rights Reserved

© Oxford Fajar Sdn. Bhd. (008974-T), 2018 12–3
PREVIEW
• Introduction
• Legal Entity of a Company
• A Company and Its Members
• Lifting of the Corporate Veil
• Comparison and Distinction between a Company, Partnership
and Sole-proprietorship
• Types of Companies
• Formation of a Company
• Constitution of a Company
• Members, Directors and Officers of Companies
• Liquidation

INTRODUCTION
• law relating to companies:

– Companies Act 2016
– Capital Markets and Services Act 2007
– Securities Commission Act 1993
– Companies Commission of Malaysia Act 2001
• the Companies Act 2016 replacing the 1965 Act was to
develop a dynamic and conducive regulatory
environment for businesses in Malaysia

INTRODUCTION (cont.)
• the main objectives of the enactment of the

Companies Act 2016 are:
– to create a legal and regulatory structure that will
facilitate business
– to promote accountability and protection of corporate
directors and members; taking into account the
interest of other stakeholders, in line with international
standards

• the Companies Act 2016 modernized company law in Malaysia

and was drafted based on recommendations of the Corporate
Law Reform Committee (CLRC) and Accounting Issues
Consultative Committee (AICC) reflecting the
recommendations made by:
‒ regulatory authorities
‒ professional bodies
‒ World Bank’s 2012 Malaysia Report of the
Observance of Standards and Codes (ROSC) on
Accounting and Audit Oversight

‒ World Bank’s Ease of Doing Business Report

‒ Organisation for Economic Co-operation and
Development (OECD)’s Peer Review Group (PRG) of
the Global Forum on Transparency and Exchange of
information for Tax purposes on Malaysia

• the rationale of the Companies Act 2016:

‒ to facilitate the development of a conducive and
dynamic business and regulatory environment for
Malaysia, is in line with international standards
‒ to change existing corporate legal framework to
remain relevant and contemporary; to be in
tandem with global accounting standards,
globalization and the innovations

• the Companies Act 2016 was based on 19 policy statements

and guiding principles formulated based on CLRC’s
Recommendations:
– modernizing the Companies Act
– facilitating and modernizing entrance into the corporate
sector
– migration to No-Par (face/nominal) Value Regime
– facilitating the management and restructuring of the
company’s share composition
– simplifying and facilitating internal decision making process

– strengthening the corporate governance structure in relation to the affairs

of the directorship of a company
– reinforcing the roles, functions and obligations of the company
secretaries
– establishment of a registration regime for practicing company secretaries
– integrating the contents of the new Companies Act with the notions and
elements of corporate responsibility
– enhancement of shareholders’ rights and protection
– strengthening the corporate governance structure through refinement of
auditors’ role and responsibilities

– reaffirming the importance of audited financial statements

and the timely disclosure of such information
– strengthening good corporate governance practices through
enhancement and refinement of rules pertaining to
transactions involving directors and substantial
shareholders
– simplifying, refining and expediting the winding up process
– modernizing insolvency law by introducing corporate rescue
mechanisms to revive financially troubled companies

‒ restructuring the concept of scheme of

arrangements between a company and its creditors
‒ refining the role of receivers/receiver and managers
‒ refining the current system of registration of charges
by improving the procedures and processes
involved
‒ modernizing the enforcement regime

• the basic philosophies adopted may be summarized as

follows:
‒ the introduction of a new legal framework
applicable to all companies
‒ simplifying laws and procedures for companies
based on private/public distinction and facilitating
the growth of private companies
‒ removing obstacles and facilitating the growth of
private companies

• the Companies Act 2016 simplified and facilitated the internal

decision making process by:
– removing the mandatory requirement for private companies
to hold Annual General Meetings (AGMs)
– restructuring policies on written resolution procedures for
private companies towards abolishing the rule of unanimity
(consensus) in passing written resolutions
– simplifying and clarifying rules on meeting procedures
– lifting prohibition on person(s) who can be appointed as
proxies and facilitating the affairs of proxies during general
meetings

– liberalizing modes of voting during general meetings

through the recognition of best practices, and
– reducing the required threshold for the purpose of
convening or requisitioning of general meetings

• The Companies Act 2016 strengthened corporate

governance structure on affairs of directorship of a
company by making provisions on the following:
‒ relationship between board of directors and
shadow directors
‒ clarifying minimum age and abolishing the
maximum age for directorships
‒ revising residency requirement for directorship
‒ restructuring rules on appointment, resignation
and removal of directors

‒codifying requirement for remuneration of directors

of public companies to be sanctioned
‒ providing members right to inspect directors’
contract of service with public companies
‒ requiring any payment for loss of office of directors
of public companies to be approved by disinterested
members
‒ clarifying rules on exemption and indemnification of
directors’ and officers’ or auditors’ liability, and
‒ enhancing rules on disqualification of directors.

• the Companies Act 2016 is integrated with the notions and
elements of corporate responsibility
• the directors’ report covers additional matters including policies
on internal control and corporate responsibility; directors are
encouraged to report on matters relating to:
– risks faced by the company
– future projections
– Key Performance Indicator (KPI)
– matters and policies on environmental matters affecting their
business, policies on their employees and social and
community issues

• the Companies Act 2016 strengthened corporate governance

structure through the refinement of auditors’ role and
responsibilities by:
– retaining mandatory requirements for appointment of
auditor/s for all types of companies
– introducing a new regime for appointment of auditors for
private companies in view of the lifting of the requirement for
holding AGMs
– enhancing rules on resignation of auditors
– relying on industry practice for mandatory audit rotation of
audit firms, and

– granting access to auditors on all communications on

resolutions which the company proposes to pass by way
of the written resolution procedure
• the Companies Act 2016 reaffirms the importance of
audited financial statements and the timely disclosure of
such information
• the Companies Act 2016 strengthened good corporate
governance practices through enhancement and refinement
of rules pertaining to transactions involving directors and
substantial shareholders in the following areas:

– rules relating to substantial property transactions and

persons connected with directors or substantial
shareholders
– disclosure principles to avoid conflict of interests
• The Companies Act 2016 simplified, refined and expedited
the winding up process by:
– shortening time taken to wind up a company
– introducing and defining parameters for exempt
dispositions
– refining the concept of undue preference transactions

– preserving the assets of the company

– increasing the threshold for statutory amount of debts to
prevent abuse by creditors
– empowering Court to terminate winding up proceedings to
ascertain the status of a company
– enhancing roles of liquidators to facilitate the smooth process
of liquidation
– enhancing the rights of creditors
– reaffirming the rules relating to preferential debts
– providing adequate protection to employees as unsecured
creditors

• the Companies Act modernized insolvency law through

the introduction of alternative corporate rescue
mechanisms (Division 8 Part III) for companies whose
business are still viable through:
– the introduction of the concept of corporate voluntary
arrangement (CVA), and
– the introduction of the concept of judicial management
(JM) scheme.

• The Companies Act 2016 defined the role of receivers/receiver

managers by:
– clarifying the status and power of receivers
– introducing new provisions relating to liability of receivers,
indemnity and priority over receiver’s costs
• the Companies Act 2016 modernized the enforcement regime
by:
– introducing the concept of civil and administrative proceedings
for selected types of breaches of the Companies Act
alongside criminal sanctions

– providing for criminal sanctions to be imposed against

the officers responsible instead of the company
– refining the rules pertaining to disqualification of directors
• the Malaysian Code of Corporate Governance, introduced
in 2000, also underwent revisions in 2007, 2012 and 2017
• the present Malaysian Code on Corporate Governance
(MCCG) 2017 is a set of best practices issued in order to
strengthen corporate culture anchored on accountability
and transparency.

• MCCG 2017 has thirty-six (36) practices to support the

following three (3) principles:
– board leadership and effectiveness
– effective audit, risk management, and internal controls
– corporate reporting and relationship with stakeholders
• major changes brought about by the MCCG 2017:
(1) independence of the Board is strengthened
– the board had to comprise of a majority of
independent directors

(2) Board diversity is required

– needs to comprise at least thirty percent women
directors
(3) Directors’ Remuneration must be made transparent
– company to make available policies and
procedures on the company’s website
– detailed disclosure on a named basis of the
remuneration paid to directors
(4) independence of the Audit Committee is strengthened
– the chairman of the Audit Committee must not be the chairman
of the board

(5) Risk Management Committee

– the board should establish a Risk Management
Committee comprising a majority of independent directors
(6) participation at General Meetings
– at least 28 days notice before the date of meeting
– all directors should attend general meetings to
engage with the shareholders.
– companies with large numbers of shareholders or have
meetings in remote locations to leverage on technology

 subsidiary legislation:
– Companies Regulations 2017
– Companies (Corporate Rescue Mechanism) Rules 2018
– Companies (Winding-up) Rules 1972
– Companies (Reduction of Capital Rules) 1972
– Securities Commission (Shelf Registration Scheme for
Debentures) Regulation 2000
– Malaysian Code On Takeovers and Mergers 2016
– Capital Markets and Services Regulations 2007
– Guidelines on Recognized of Markets

 bodies that are responsible to regulate the activities of

companies:
– Companies Commission of Malaysia
– Bursa Malaysia Securities Berhad (Bursa)(formerly
known as Kuala Lumpur Stock Exchange)
– Securities Commission (SC)
– Pengurusan Danaharta Nasional Berhad (now
managed under Prokhas Sdn. Bhd.)

• the Companies Act 2016 represents a much needed change in

the law as methods of conducting business and dynamisms of
corporate exercises have significantly evolved since 1965
• The main differences between the Companies Act 1965 and
the Companies Act 2016 are:
(1) introduction of single member/director company
(2) change of ‘certificate of registration’ to ‘notice of
registration’
(3) abolition of the authorized capital concept
(4) abolition of concept of shares with nominal value

(5) companies are no longer required to have a constitution
or Memorandum and Articles of Association (M&A)

(6) companies are not required to have a common seal
(7) abolition of requirement for AGM for private companies
(8) decoupling of lodgement of Annual Return and
Financial Statements For public companies, there is a
minimum requirement of 2 directors.

LEGAL ENTITY OF A
COMPANY
• the effect of incorporation of a company is that the company is
vested with a corporate personality – a company is treated as a
legal person
• unlike a partnership or a sole-proprietorship, a company is a
corporate body and a legal person, which has status and
personality distinct and separate from that of the members
constituting it
• ‘company’ means a company incorporated under the Companies
Act 2016 or under any corresponding previous written law – s 2(1)
of the Companies Act 2016, s 2(1) of the Capital Markets and
Services Act 2007, s 2(1) of the Securities Commission Act 1993

LEGAL ENTITY OF A
COMPANY (cont.)
• incorporation brings forth the following effects:
1. that the company is a body corporate with the powers of an
incorporated company
2. that the company has a legal personality separate that of its
members
3. that it has perpetual succession; that is, it continues in
existence until it is removed from the register
4. that it may sue and be sued in its own name
5. that it may acquire, own, hold, develop or dispose of any
property
6. that the company may do any act which it may do or enter into
transactions

LEGAL ENTITY OF A
COMPANY (cont.)
• the management powers are generally vested in the
board of directors – section 211 of the Companies Act
• ‘company’ – implies an association of a number of
persons (at least two) with a common objective, often,
but not always, to carry on business for profit
• ‘person’ – to include a body of persons, corporate or
unincorporated: section 3 of the Interpretation Acts of
1948 & 1967 (Consolidated and Revised) 1989

LEGAL ENTITY OF A
COMPANY (cont.)
• section 3 of the Companies Act 2016 defines ‘corporation’
as ‘any body corporate formed or incorporated or existing
in Malaysia or outside Malaysia and includes any foreign
company, limited liability partnership and foreign limited
liability partnership’
• ‘corporation’ is wide enough to include a ‘company’
• main difference – ‘company’ must be one which is
registered under the Companies Act but not necessary if it
is a ‘corporation’, which may be a branch of a foreign
company set up in Malaysia

LEGAL ENTITY OF A
COMPANY (cont.)
• The Companies Commission of Malaysia (CCM)
‒ is a statutory body formed as a result of a merger
between the Registrar of Companies (ROC) and
the Registrar of Businesses (ROB) in Malaysia.
‒ came into operation on 16 April 2002
‒ serves as an agency to incorporate companies
and register businesses
‒ provides company and business information to
the public

LEGAL ENTITY OF A
COMPANY (cont.)
• CCM is responsible for the administration and enforcement
of the following legislation:
‒ Companies Commission of Malaysia Act 2001
‒ Companies Act 2016;
‒ Interest Schemes Act 2016
‒ Registration of Businesses Act 1956;
‒ Trust Companies Act 1949;
‒ Kootu Funds (Prohibition) Act 1971;
‒ Limited Liability Partnerships Act 2012 (Act 743);
and

LEGAL ENTITY OF A
COMPANY (cont.)
– any subsidiary legislation made under the Acts
specified above such as the Companies Regulations
2017, Interest Scheme Regulations 2017,
Registration of Businesses Rules 1957,
Companies Commission of Malaysia (Licensing of
Secretaries) Regulations 2017 and the Limited
Liability Partnership Regulations 2012

LEGAL ENTITY OF A
COMPANY (cont.)
• the company and its members are two separate bodies
• a corporation is an artificial legal person that exists
independently of the individuals who at any given time
are the members of the corporate body
• this principle was established by the House of Lords in
Salomon v Salomon & Co Ltd and applied in Sunrise
Sdn Bhd v First Profile (M) Sdn Bhd & Anor
• see Abdul Aziz bin Atan & 87 Ors v Ladang Rengo
Malay Estate Sdn Bhd, Abdul Mohd Khalid Hj Ali & Ors
v Dato’ Hj Mustapha Kamal & Anor

A COMPANY AND ITS
MEMBERS
• essential distinction between a company and its
members was first established in Salomon v Salomon &
Co Ltd
• a company and its members are separate persons – the
veil of incorporation principle
• see Lee v Lee’s Air Farming Ltd, Macaura v Northern
Assurance Co, Sunrise Sdn Bhd v First Profile (M) Sdn
Bhd

LIFTING OF THE
CORPORATE VEIL
 as a consequence of incorporation, a company acquires a
personality of its own
 generally, the law will not go behind this veil of incorporation
to look at the membership of the company
 in exceptional cases – where upholding the rule in Salomon
would lead to injustice – the courts will ‘lift the corporate veil’
 court to take action as if no entity separate from the
members existed. After that the court will make the
company, directors or managers liable for debts and
obligations

LIFTING OF THE
CORPORATE VEIL (cont.)
 see Deepak Jaikishan a/l Jaikishhan Rewachand & Anor v
Intrared Sdn Bhd (previously known as Reetaj City Centre
Sdn Bhd and formerly known as KFH Reetaj Sdn Bhd) &
Anor
 these exceptions are described as cases of ‘lifting the veil
of incorporation’, and arise in the following instances:
1. responsibility for fraudulent trading
2. publication of name
3. taxation and nationality rules
4. holding and subsidiary companies

LIFTING OF THE
CORPORATE VEIL (cont.)
5. evasion of legal obligations or abuse of legal rights
6. other instances – such as to do justice where there is
fraud
 the courts have also recognized that it is not every case
involving a claim against a company that the lifting of the
corporate veil is warranted
 for example, the court will not lift the corporate veil where
the relief sought does not require the veil to be lifted –
see Sunrise Sdn Bhd v First Profile (M) Sdn Bhd, Mackt
Logistics (M) Sdn Bhd v Malaysian Airline System Bhd

COMPARISON BETWEEN A
COMPANY, PARTNERSHIP AND
SOLE-PROPRIETORSHIP

COMPARISON BETWEEN A
COMPANY, PARTNERSHIP AND
SOLE-PROPRIETORSHIP
• differences between a private limited company, sole
proprietor and limited liabilities running a business
– besides limited liability status, a company is required to fully
comply with the Act which codified requirements of
establishing, managing and dissolving a company
– such requirements include keeping, preparing and auditing
of its financial statements and other corporate governance
provisions contained in the Act
– running a business as a company can be said to be more
credible because of such assurance which is required under
the law

TYPES OF COMPANIES
• companies can be classified in the following ways:

– liability of members
– companies can be unlimited, limited by shares or
limited by guarantee
– companies can be private, exempt private or public
– their relationship with other companies
– companies can be related companies ─ holding and
subsidiary or sister companies ─ or associate
companies
– place of incorporation
– companies can be local or foreign

TYPES OF COMPANIES
(cont.)
• a person who desires to form a company shall apply for
incorporation to the Registrar – section 14(1) of the
Companies Act 2016
• section 10(1) provides classifications of companies
• a company is limited by shares when the liability of a
member’s contribution to the company’s assets is limited to
the amount, if any, unpaid on his shares. In general once
the shares are fully paid up there is no further liability
• this means that if the company becomes insolvent, the
members are not required to make any further
contributions to discharge its debts

TYPES OF COMPANIES
(cont.)
1. Companies Limited by Shares
• a share is a right to participate in the profits made by
a company
• normal model used for business operations
• the liability of a member’s contribution to the
company’s assets is limited to the amount, if any,
unpaid on his shares
• if the company becomes insolvent, the members are
not required to make any further contributions to
discharge its debts

TYPES OF COMPANIES
(cont.)
2. Companies Limited by Guarantee
• the liability of members is limited to such amount as they
have undertaken to contribute to the assets in the event of
its being wound-up. That amount is specified in the
company’s constitution; all companies limited by
guarantee must be public companies – section 11(2),
Companies Act 2016
• a company limited by guarantee must have a constitution
– section 31(1), Companies Act 2016
• a company limited by guarantee must not have share
capital – section 12, Companies Act 2016

TYPES OF COMPANIES
(cont.)
• normally formed to incorporate trade or research
associations, charitable organizations, or non-profit
making organizations
3. Private and Public Companies

• company having a share capital may be incorporated
as a private company if it:
– restricts the right to transfer its shares
– limits the number of members to not more than fifty
– prohibits any invitation to the public to subscribe
for any shares in or debentures of the company

TYPES OF COMPANIES
(cont.)
– prohibits any invitation to the public to deposit money
with the company for fixed periods or payable at call
whether bearing or not bearing interest
• in Malaysia, a public limited company has ‘Berhad’
(Bhd) as part or at the end of its name
• a private limited company has the words ‘Sendirian
Berhad’ (Sdn Bhd) as part of or at the end of its name

TYPES OF COMPANIES
(cont.)
4. Exempt Private Companies
• a private company in the shares of which no beneficial
interest is held directly or indirectly by any corporation
and which has not more than twenty members, none of
whom is a corporation
• need not file its accounts at the Companies Registry for
the information of the public, provided the company
files a certificate, signed by a director, the secretary
and the auditor of the company, that the company is
able to meet its liabilities as and when they fall due

TYPES OF COMPANIES
(cont.)
• suits a business organization which usually consists
of family members but wishes to avoid the
consequences of being a partnership
• has certain privileges under the Companies Act 2016
• sometimes referred to as an ‘incorporated
partnership’
5. Foreign Company
• a company incorporated outside Malaysia, which has
a place of business or is carrying on business within
Malaysia

TYPES OF COMPANIES
(cont.)
• a foreign company must be registered as such before

it can carry on business in Malaysia – section 561,
Companies Act 2016
• a foreign company shall be registered under the
name as registered in its place of origin – section
564(1), Companies Act 2016
• a foreign company is obliged to state its name,
whether limited, and the place where incorporated –
section 565, the Companies Act 2016

TYPES OF COMPANIES
(cont.)
• a foreign company must have a registered office
within Malaysia to which all communications and
notices may be addressed and which shall be open
and accessible to the public during ordinary business
hours – section 566(1), Companies Act 2016
• if a foreign company ceases to have a place of
business or to carry on business in Malaysia, it shall
within seven days after so ceasing lodge with the
Registrar notice of that fact – section 578(1),
Companies Act 2016

FORMATION OF A COMPANY
• part II (sections 9‒68) of the Companies Act 2016 makes

provisions on the formation and administration of
companies in Malaysia
• the Companies Act 2016 modernised and quickened the
incorporation process by introducing and implementing
the super form for incorporation which is:
– an electronic template which replaced the various forms
used in incorporation process (i.e. Form 6, Form 48A
and M&A under the previous Companies Act 1965)
– a form accessible through the MyCoID 2016 Portal

CONSTITUTION OF A
COMPANY
• except for a company limited by guarantee, companies are
not required to have a constitution ‒ s 31(3) and 38,
Companies Act 2016
• a company may adopt a constitution for the company, which
shall be binding on the company, its directors and its
members ‒ s 31(1) and 32(1), Companies Act 2016
• the effect of the constitution is that it binds “the company and
the members to the same extent as if the constitution had
been signed and sealed by each member and contained
covenants on the part of each member to observe all the
provisions of the constitution” ‒ s 33(1), Companies Act 2016

CONSTITUTION OF A
COMPANY (cont.)
• the constitution of a company may contain provisions
relating to:
‒ the objects of the company
‒ the capacity, rights, powers or privileges of the
company if the provision restricts such capacity,
rights, powers or privileges
‒ matters contemplated by the Companies Act 2016
to be so included
‒ according to the wishes of the company, any other
matter

CONSTITUTION OF A
COMPANY (cont.)
• the company may, by special resolution, alter or amend
its constitution, unless the constitution itself prohibits such
alteration or amendment ‒ s 36, Companies Act 2016
• the Court may also, upon the application of a director or a
member of a company, make an order to alter and amend
the constitution ‒ s 37, Companies Act 2016
1. Execution of Documents
• the Companies Act 2016 now makes the use of the
common seal optional

CONSTITUTION OF A
COMPANY (cont.)
• however, it is noted that the fact that a company may
have opted not to have a common seal, it does not
override the provisions of such requirement under any
other written laws
• the company may adopt a common seal when it
becomes necessary to comply with the requirements of
other written laws; for example, when dealing with the
Land Office

CONSTITUTION OF A
COMPANY (cont.)
• Document to be executed by the company
– the company must affix the common seal or ensure
that the document is executed or signed by 2
authorized officers, one of whom must be a director, if
it is a statutory or legal requirement or if it is clear
that it is a contract that must be executed by the
company and has to be executed or signed by the
company under common seal

CONSTITUTION OF A
COMPANY (cont.)
• Document to be executed on behalf of the company
– the company may authorise its personnel to execute
documents on behalf of the company
– it is advisable for the said authorisation to be documented in
writing for evidence where practicable
– in scenarios where correspondence or documents or forms
signed by employees holding certain positions, such as
Head of Departments, Branch Managers etc. who may not
be granted Power of Attorney, the authority will be by way
of designation as it is not practicable for such authorisation
to be documented in writing

CONSTITUTION OF A
COMPANY (cont.)
– the company may also consider authorising signatories
by way of a deed under section 67(3) for delegation
of authority
2. Meetings
•under the Companies Act 2016, it is not a requirement for
Annual General Meetings (AGMs) to be held for private
companies are not required to hold; there are, however, the
following requirements:
(a) circulation of accounts
(b) appointment of auditors

CONSTITUTION OF A
COMPANY (cont.)
(c) retirement of directors
(d) lodgment of annual returns with CCM
•public companies are still required to hold AGMs although the
Act introduced changes as to how meetings are held
•written resolutions take the place of AGMs in cases of private
companies and wholly owned subsidiaries
3. Unlimited Capacity
•under the Companies Act 2016, companies have unlimited
capacity ‒ section 21, Companies Act 2016

MEMBERS, DIRECTORS AND
OFFICERS OF COMPANIES
• provisions relating to Members, directors and officers of
companies
– members of companies ‒ sections 192‒192, Companies
Act 2016
– directors ‒ sections 196‒234, Companies Act 2016
– company secretary ‒ section 235‒242, Companies Act
2016
– auditors – sections 274‒287, Companies Act 2016
– indemnity and insurance for officers and auditors –
sections 288-289, Companies Act 2016

(cont.)
• a member of a company is not liable for any obligation of
the company just by virtue of their membership and
because of the separate legal entity principle – section
192(1) Companies Act 2016
• companies act via their directors who are vested with the
responsibility of the management of the company’s affairs;
these persons are individually called directors and are
collectively called the board of directors or the board
• a company is usually composed of two main organs: the
board of directors and the members

(cont.)
• a ‘director’:
– any person occupying the position of director of a
corporation by whatever name called and includes a
person in accordance with whose directions or
instructions the majority of directors of a corporation
are accustomed to act and an alternate or substitute
director – section 2(1)
– falls within the definition of an ‘officer’ of the company
– is also liable to the prescribed penalties director –
section 2(1)
– shall be a natural person who is at least 18 years of
age – section 196(2)

(cont.)
• the person is disqualified from being a director if he or she:
(a) is an undischarged bankrupt
(b) has been convicted of an offence relating to the
promotion, formation or management of a
corporation
(c) has been convicted of an offence involving bribery,
fraud or dishonesty
(d) has been convicted of an offence under sections
213, 217, 218 and 539
(e) has been disqualified by the Court under section 199

(cont.)
• a person who is to be appointed as a director needs to give
his or her consent in writing to be appointed as such and
have to make a declaration that he or she is not disqualified
from being appointed or to hold office as a director
• every company must have a minimum number of directors:
– in the case of a private company, one director
– in the case of a public company, at least two directors
a) director should ordinarily reside in Malaysia by having
his principal place of residence within Malaysia ‒
section 196(4)(a)

(cont.)
b) the alternate director or substitute director would not be taken
into consideration ‒ section 196(4)(b)
 a director:
– includes an alternate or substitute director
– stands in a fiduciary relationship with the company
– owes to the company a duty to act in good faith for the
benefit of the company
– owes certain duties and responsibilities towards the company
– see HL Bolton (Engineering) Co Ltd v Graham & Sons Ltd
 directors have the following duties:
– to act in bona fide in the interests of the company
– to exercise powers for their proper purpose

(cont.)
– to retain their discretionary powers
– to avoid conflicts of interests [‘no conflict’ rule and
‘no-profit’ rule]
– to exercise care, skill, and diligence
1. Duty to Act bona fide in the Interests of the

Company
• directors must always act in good faith in all matters
that relate to the company – see Re Smith & Fawcett
Ltd

(cont.)
2. Duty to Exercise Powers for Their Proper Purpose
• directors must act for the benefit of the company and
not in their own interests – see Re Micropack
Industries Sdn Bhd, Mills v Mills
3. Duty to Retain Discretion

• directors should not restrict the exercise of their
discretionary powers in the future – see Thornby v
Goldberg
• directors may not fetter their discretion by a contract
with an outsider – see Kregor v Hollins

(cont.)
• in the case of a nominated director, he must not put
his principal’s interest above those of the company –
see Scottish CWS Ltd v Meyer
• if a nominated director breaches his duty to the
company, the nominator is not liable for breach – see
Kuwait Asian Bank v National Nominees
• directors nominated to the board to represent interest
of secured creditor were held not to be in breach of
any fiduciary duties to the company when they acted
to enforce the security – see Levin v Clark
• section 217 of the Companies Act 2016 gives clear
indication on the responsibilities of a nominee director

(cont.)
4. Duty to Avoid Conflict of Interests
• directors must not allow a situation to come where
their duties to the persons for whose benefits they
are required to act and their personal interests are in
conflict – see Aberdeen Railway Co v Blaikei Bros;
section 221(1), Companies Act 2016
• directors are accountable to the company for any
secret profit – see Cook v Deeks, IDC v Cooley,
Peso–Silver Mines Ltd v Cropper, Queensland Mines
Ltd v Hudson; section 218(1), Companies Act 2016

(cont.)
generally directors are not permitted to enter into
•
competition with the persons for whom they act – see
Bell v Lever Bros, London & Mashonaland Exploration
Co; section 218(1), Companies Act 2016
Duties to Act with Care, Skill and Diligence
• directors owe a fiduciary duty to the company to act in
the interest of the company and also to put the interest
of the company foremost – see Re City Equitable Fire
Insurance Co Ltd, AWA Ltd v Daniels, Re City Equitable
Fire Insurance Co Ltd; section 213, Companies Act
2016

(cont.)
• a director is expected to show following qualities in exercise of
his fiduciary duties:
– skill and diligence
– duty not to delegate
– care
Skill and Diligence

• the director must generally exhibit the following:
(a) general understanding of the company business
(b) some knowledge on investment of money
(c) some knowledge on the administration of company
• see sections 213(2) and 214 of the Companies Act

(cont.)
Duty not to delegate (delegatus non-protest delegatore)
•however, in the following circumstances a director was allowed
to delegate:
a) where allowed by the Companies Act
b) if authorized by the articles of association of the company
c) where a director is authorized to delegate certain powers
by a board resolution
•some matters which cannot be delegated:
a) laying down company policy where the Companies Act
requires the board to make decision
b) where the articles of association require the board to
decide

(cont.)
• the law relating to authority of directors to delegate their work
in Malaysia is provided in section 216 of the Companies Act
Care
• a director is expected to discharges his duties with
reasonable care and not to act negligently but he does owe to
his company the duty to take all possible care to act with best
care – see Re Cardiff Savings Bank, the Marqus of Bute’s
case
5. Borrowing Powers
• the constitution of a company usually include in their
objects clause an express power to borrow

(cont.)
• it can still be unenforceable against the company if the
directors or other representatives of the company borrowed on
its behalf without being authorized to do so and the lender was
aware of this
• if the directors exceed their borrowing powers and the company
ratifies the borrowing by resolution in general meeting, the
company may be prevented from denying that the directors had
authority

(cont.)
• the company’s constitution vests the power to borrow
and to incur indebtedness and to create or give any
security as well as the power to manage the business,
thus, it is necessary to request for a certified true copy
of the board resolution in order to authorize the act or
acts in question
• rule in Turquand’s case – a third party dealing with a
company is not bound to ensure that all the internal
regulations of the company have in fact been complied
with as regards the exercise and delegation of authority

(cont.)
• however, there are exceptions to this rule; one of these
is that if a document purporting to be sealed by or
signed on behalf of the company is proved to be a
forgery, it does not bind the company
• section 123 provides that that no company shall give
any financial assistance for the purpose of any dealing
by a company in its own shares

(cont.)
• ‘financial assistance’ includes giving of:
– a loan
– a guarantee
– the provision of security or otherwise, any financial
assistance
for the purpose of or in connection with a purchase or
subscription of any shares in the company or its holding
company, or in any way purchase, deal in or lend
money on its own shares – section 123(1) of the
Companies Act

(cont.)
• the rationale of prohibiting financial assistance is to
restrict companies from dissipating its own assets and
return capital to its members to the detriment of its
creditors
• Co-operative Central Bank Ltd (In receivership) v Feyen
Development Sdn Bhd
– the contravention concerned section 133 of the
repealed Companies Act 1965 (now, section 224,
Companies Act 2016

(cont.)
1. The general rule is that where a contract is prohibited by
statute expressly or by implication, and the statute
stipulates for penalties for those entering into it, the
contract shall be void and unenforceable, unless saved by
the statute itself or if there are contrary intentions which
can reasonably be read from the statute
2. Section 133 does not state that a guarantee entered into
or any security given in contravention thereof is to be
void, although criminal liability would be imposed on the
official of the company concerned, and on the company
itself, by virtue of sections 369(1)(a) and 369(2)

(cont.)
3. Section 133(5) which states that a company may recover the
loan amount or any amount for which it becomes liable
under any guarantee or security given contrary to the
section, implies that notwithstanding that a guarantee or
security may have contravened s133(1)
4. Section 133 was designed for the protection of the company,
its shareholders and creditors from unlawful dissipation of its
assets for the benefit of its directors and their associates.
The court would not aid a company which sought to rely
on its own breach to escape its obligations, unless that was
what the clear language of the statute required

(cont.)
5. In this case, it was clear that the loan had been received by
the chargor company and that its assets were not being
depleted through misuse. In reality, the chargor company
was seeking to avoid repayment of the loan and to get back
its land free of the charges.
6. Although the charge transactions did breach section 133(1)
of the Companies Act 1965, no civil consequences flowed
therefrom, i.e. no voidness or unenforceability attached to
the loan or the charges, having regard to the context and
purpose of section 133(1), and especially the principle
underlying section 133(5) of the Companies Act 1965

(cont.)
7. In short, the landmark Federal Court decisions in the
Feyen and Lori cases made it clear that section 24 of
the Contracts Act 1950 will not operate to render void
any contract entered in breach of sections 67, 133 or
133A, of the Companies Act 1965

(cont.)
6. Providing Security
• ‘securities’
– means debentures, stocks or bonds issued or
proposed to be issued by any government
– also includes shares in or debentures of, a body
corporate or an unincorporated body
– include unit trusts or prescribed investments and
include any right, option or interest in respect thereof
– do not merely mean shares (equity capital) but it is
wide enough to cover debenture (debt capital)

(cont.)
• ‘debenture’
– is basically a loan agreement which may or may not
incorporate a fixed and floating charge or a fixed charge
or a floating charge
– defined in section 2(1) – “... ‘debenture’ includes
debenture stock, bonds, sukuk, notes and any other
securities of a corporation whether constituting a charge
on the assets of the corporation or not”
– property in priority to subsequent claimants
• a fixed charge may be created over assets of the company
including land and machinery

(cont.)
• the word ‘charge’ is defined by section 2(1) to include ‘a
mortgage and any agreement to give or execute a
charge or mortgage whether upon demand or otherwise’
• a floating charge does not attach to the property until the
charge crystallizes. Until crystallization of the charge, the
company is free to deal with and dispose of the assets
subject to it. Thus, pending crystallization, the debenture
holder does not have priority over subsequent claimants

(cont.)
• a floating charge:
1. a charge on a class of assets present and future
2. the class of assets will change from time to time in the
ordinary course of the company’s business
3. the company may carry on its business and dispose
of the assets in the course of business until the
charge crystallizes
• see Re Yorkshire Woolcombers Association, Ltd

(cont.)
• a floating charge crystallizes:
1. If an event occurs which by the terms of the loan or
debenture causes the floating charge to crystallize
2. If a receiver is appointed of the company’s assets
either by the court or under the terms of the
debenture or other powers
3. If the company commences to be wound up (and
possibly if it ceases to carry on its business)

(cont.)
• all charges, whether fixed or floating, must be registered
with the Registrar, Companies Commission of Malaysia
– section 352, Companies Act 2016
• section 39 of the Companies Act 2016 provides to the
effect that for documents relating to instrument of
charges, a person shall be deemed to have constructive
notice of the registered document
• every company is required to keep a copy of the charge
instrument at its registered office – section 362(1),
Companies Act 2016

(cont.)
• section 362(5) of the Companies Act 1965 requires a
company, upon application of any person, to make
available a copy of any instrument of charge or
debenture within three days from the date of application
• in Zeno Ltd v Prefabricated Construction Co (Malaya) Ltd
& Anor, a charge which is not registered with the Land
Office is void due to non-compliance with the law
(National Land Code 1965). However, since a charge is
distinct from a lien, although the charge is avoided, the
lien is still valid. See Paramoo v Zeno Ltd

(cont.)
• Section 353 of the Companies Act 2016 provides a list of the
types of charges which require registration:
a) a charge to secure any issue of debentures
b) a charge on uncalled share capital of a company
c) a charge on shares of a subsidiary of the company which are
owned by the company
d) a charge or an assignment created or evidenced by an
instrument … filed or registered under the Bills of Sale Act
1950
e) a charge on land … or any interest in land
f) a charge on book debts of the company

(cont.)
g) a floating charge on the undertaking or property of a
company
h) a charge on calls made but not paid
i) a charge on a ship or aircraft or any share in a ship or
aircraft
j) a charge on goodwill, on a patent or licence under a
patent, on a trademark, or on a copyright or a licence
under a copyright
k) a charge on the credit balance of the company in any
deposit account

(cont.)
 a charge may be released by the lodgment by the company of
the particulars of the payment or satisfaction of the debt or the
release or cessation from the charge over the property or
undertaking of the company – section 360, Companies Act
2016
7. Company Lending to Directors and Related Persons

and Other Prohibitions
• the general rule is that the company should not give loans to
any of its directors. Reason – if the loan is freely allowed, it
will amount to reduction of capital

(cont.)
• section 244(1) prohibits a company from making a loan to its
directors or to directors of companies which are deemed to be
related corporations
• companies are also prohibited for giving a guarantee or
security in connection with such a loan. The Companies Act
prohibits a company to make a loan even to persons connected
with a director such as director’s spouse or children (whether
adopted or natural), or give a guarantee or security in
connection with such a loan – section 225
• the above prohibition does not apply to an exempt private
company and a foreign company – sections 224(2)(a) and
225(1), Companies Act 2016

(cont.)
• funds may be provided to the directors when:
1. Advances to a director to provide him with funds to meet
expenditure incurred or to be incurred by him as a director
for the purposes of the company or for the purpose of
enabling him to properly perform his duties as an officer of
the company: section 224(2)(b
2. Funds may be provided to a director who is engaged in the
full-time employment of the company or its holding company
3. Loans may be provided to a director who is engaged in the
full-time employment of the company or its holding company

(cont.)
4. A loan made in the ordinary course of business by a bank,
finance company or insurance company to a director
would also be permissible
• losses might occur when such loans are given because of the
irrecoverability of the loan as the company would be called
upon to pay under the guarantee or because of the
enforcement of the security
• it is specifically provided that if the company does not give
approval where approval is required, the directors who
authorized the transaction will be jointly and severally liable to
indemnify the company against any loss: section 224(6).

(cont.)
• section 224(7), Companies Act 2016 provides that the
company is able to recover the amount of any loan or
the amount for which it becomes liable under any
guarantee entered or in respect of any security given
contrary to this section.

(cont.)
Loans to Persons Connected to Directors
• a company is generally prohibited from making loans to
persons connected with its directors or to persons connected
to directors of its holding company – section 225(1)
• companies are also prohibited from entering into any
guarantee or to provide any security in connection with a loan
made to such person by any other person
• by section 225(2) loans to ‘connected persons’ are allowed
where:
a) loans and related transactions are entered into by
companies for the benefit of their related companies

(cont.)
b) companies which are in the business of lending of money
or the giving of guarantee in connection with loans by
banks, finance companies or insurance companies
c) home purchase loans and loans under an approved
scheme
• under section 197, a person is deemed to be connected
with a director if he is:
a) a member of that director’s family
b) a body corporate which is associated with the director
c) a trustee of a trust under which that director or a member
of his family is a beneficiary

(cont.)
d) a partner of that director or a partner of a person
connected with that director
• under section 197(2) a member of that director’s family
includes his spouse, parent, child (including adopted child and
step-child), brother, sister and the spouse of his child, brother,
sister and the spouse of his child, brother or sister
• under section 197(2)(b), a body corporate is deemed to be
associated with the director:
a) if the body corporate or its directors are accustomed to act
in accordance with the directions, instructions or wishes of
that director

(cont.)
b) if that director has a controlling interest in the body
corporate
c) if that director or persons connected with him, or that
director and persons connected with him, are entitled
to exercise, or control the exercise of, not less than
20% of the votes attached to voting shares in the
body corporate

(cont.)
Acquisition or Disposal of Undertaking or Property of a
Substantial Value under Section 223
•directors are prohibited from entering into or carrying into
effect any arrangement or transaction for the acquisition or
disposal of an undertaking or property of a substantial
value unless approved by the company by way of
resolution ‒ section 223, Companies Act 2016; see Aik
Ming (M) Sdn Bhd v Chang Ching Chuen

(cont.)
• in this context, section 210, Companies Act 2016
defines the word ‘director’ to include the chief executive
officer, the chief financial officer, the chief operating
officer or any other person primarily responsible for the
management of a company
• any director who contravenes this section commits an
offence and shall, on conviction, be liable to
imprisonment for a term not exceeding 5 years or a fine
not exceeding RM3 million or to both – section 223(7),
Companies Act 2016

(cont.)
Transactions with Directors, Substantial Shareholders
or Connected Persons: Section 228
• the purpose of section 228, Companies Act 2016 is to
prevent asset stripping – see Hely Hutchinson v
Brayhead Ltd, Tan Bok Seong v Sin Bee Seng & Co
(Port Weld) Sdn Bhd & Ors
• The two important elements involved in this section:
‘non-cash assets’ and ‘requisite value’

(cont.)
• under section 228(9)
– acquisition or disposal of a non-cash asset includes the
creation or extinction of an estate or interests in, or a
right over, any property and also the discharge of any
person’s liability, other than liability for a iquidated sum
– ‘cash’ includes foreign currency, and
– ‘non-cash asset’ means any property or interest in
property other than cash

(cont.)
• ‘requisite value’ is defined under as meaning, in the
case of a company where all or any of its shares are
quoted on the stock exchange or its subsidiary, the
same value as the value prescribed in the listing
requirements of the stock exchange where approval of
the shareholders at a general meeting is required

(cont.)
Disclosure of Interests
•the directors who have an interest in a contract or a proposed
contract with the company, must as soon as practicable after
the relevant facts have come to the director’s knowledge,
declare the nature of their interest at a meeting of the board of
directors ‒ section 221(1)
•the requirement shall not apply if the interest of the director
being a member or creditor of section 221(1) a corporation
interested in a contract or a proposed contract with the first
mentioned company, is not regarded as being a material
interest ‒ section 221(2)

LIQUIDATION
• a company can be dissolved in the following ways:

– by the Registrar of Companies striking off the register
summarily (on his own motion) or upon an application by a
director, member of liquidator of the company under the
certain circumstances ‒ section 549, Companies Act 2016
– the court, in approving a compromise or arrangement, may
order the dissolution without winding up of the transferor
company ‒ section 370(2)(d), Companies Act 2016
– by voluntary winding up - members (section 439) and
creditors’ (section 449) voluntary winding up

LIQUIDATION (cont.)
– by compulsory winding up (section 464) by winding up
under a court order.
• under section 464, the following persons may petition for the
winding-up of a company under an order of the court:
– the company
– any creditor (including a contingent or prospective creditor)
of the company
– a contributory or his personal representative (if contributory
is deceased) or the trustee in bankruptcy or the Director
General of Insolvency (if contributory is bankrupt

LIQUIDATION (cont.)
d) the liquidator
e) the Minister on the ground of section 465(1)(d) or (l) of the
Companies Act 2016
f) in relation to licensed institutions under the Financial Services
Act 2013 (FSA) or the Islamic Financial Services Act 2013
(IFSA) and which is not a member institution under the
Malaysia Deposit Insurance Corporation Act 2011 (MDICA),
Bank Negara Malaysia
g) in the case of a company which is an operator of a designated
payment system under the FSA or the IFSA, Bank Negara
Malaysia

LIQUIDATION (cont.)
h) the Registrar of Companies on the ground specified in

section 465(1)(k) of the Companies Act 2016
i) in the case of a member institution under the MDICA, the
Malaysia Deposit Insurance Corporation
• the grounds and circumstances in which a company may be
wound-up by the court are laid down in section 465(1) of the
Companies Act 2016:
a) the company has by special resolution resolved that it be
wound-up by the court
b) default is made by the company in lodging the statutory
declaration under section 190(3)

LIQUIDATION (cont.)
c) the company does not commence business within a year from

its incorporation or suspends its business for a whole year
d) the company has no member
e) the company is unable to pay its debts
f) the directors have acted in the affairs of the company in their
own interests rather than in the interests of the
members as a whole, or acted in any other manner which
appears to be unfair or unjust to members

LIQUIDATION (cont.)
g) when the period, if any, fixed for the duration of the

company by the constitution expires or the event, if
any, occurs on the occurrence of which the
constitution provide that the company is to be
dissolved
h) the court is of the opinion that it is just and equitable
that the company be wound-up
i) the company has held a licence under the FSA or the
IFSA and that the licence has been revoked or
surrendered

LIQUIDATION (cont.)
j) the company has carried on licenced business without

being duly licensed or it has accepted, received or taken
deposits in Malaysia in contravention of the FSA or IFSA,
as the case may be
k) the company is being used for unlawful purposes or any
purpose prejudicial to or incompatible with peace, welfare,
security, public order, good order or morality in Malaysia
l) the Minister has made a declaration (for investigation of
affairs of the company or foreign company) under section
590

LIQUIDATION (cont.)
• the ground used by bankers when petitioning for the

winding-up of company debtors is that the company is
unable to pay its debts ‒ section 465(1)(e) of the
Companies Act 2016
• under section 466(1) of the Companies Act 2016, a
company shall be deemed to be unable to pay its debt if:
a) a notice of demand (called the ‘statutory notice’) of the
debt is served on the company and it neglected to pay
the sum due for 21 days thereafter or to secure or
compound for it to the satisfaction of the creditor

LIQUIDATION (cont.)
b) execution or other process issued on a judgment,

decree or order of any court in favour of a
creditor of the company is returned unsatisfied in
whole or in part
c) it is proved to the satisfaction of the court that the
company is unable to pay its debts
• however this presumption of insolvency is a rebuttable
one

LIQUIDATION (cont.)
• see Securicor (M) Sdn Bhd v Universal Cars Sdn Bhd,

Malaysia Air Charter Company Sdn Bhd v Petronas
Dagangan Sdn Bhd
• the meaning and scope of the phrase ‘unable to pay its
debts’ in section 466 – see Hotel Royal Sdn Bhd v Tina
Travel & Agencies Sdn Bhd, Teck Yow Brothers Hand-
Bag Trading Co v Maharani Supermarket Sdn Bhd
• the presentation of a winding-up petition may be
restrained by injunction where its presentation would
amount to an abuse of the process of the court

LIQUIDATION (cont.)
• this injunction whereby an intended winding-up petition

is sought to be restrained is known as the “Fortuna
injunction”, named after the case Fortuna Holdings Pty
Ltd v The Deputy Commissioner of Taxation
• under section 426 of the Companies Act 2016, any
undue preference in judicial management shall render
such transfer, mortgage, delivery of goods, payment,
execution or other act relating to property, made within
six months from the application for judicial management
made, void

LIQUIDATION (cont.)
c) that it took place at the time when the company was

insolvent
d) that the person in whose favour the transaction was
effected stood in the relation of creditor to the company
e) the effect of the transaction was to confer on that
person preference, priority or advantage over the other
creditors in the winding up
 see Sime Diamond Leasing (M) Sdn Bhd v JB Precision

Moulding Industries Sdn Bhd (In Liquidation)

REVIEW
• Introduction
• Legal Entity of a Company
• A Company and Its Members
• Lifting of the Corporate Veil
• Comparison and Distinction between a Company, Partnership
and Sole-proprietorship
• Types of Companies
• Formation of a Company
• Constitution of a Company
• Members, Directors and Officers of Companies
• Liquidation


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12

BUSINESS LAW (THIRD EDITION) All Rights Reserved

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• law relating to companies:

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• the main objectives of the enactment of the

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• the Companies Act 2016 modernized company law in Malaysia

BUSINESS LAW (THIRD EDITION) All Rights Reserved

‒ World Bank’s Ease of Doing Business Report

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• the rationale of the Companies Act 2016:

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• the Companies Act 2016 was based on 19 policy statements

BUSINESS LAW (THIRD EDITION) All Rights Reserved

– strengthening the corporate governance structure in relation to the affairs

BUSINESS LAW (THIRD EDITION) All Rights Reserved

– reaffirming the importance of audited financial statements

BUSINESS LAW (THIRD EDITION) All Rights Reserved

‒ restructuring the concept of scheme of

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• the basic philosophies adopted may be summarized as

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• the Companies Act 2016 simplified and facilitated the internal

BUSINESS LAW (THIRD EDITION) All Rights Reserved

– liberalizing modes of voting during general meetings

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• The Companies Act 2016 strengthened corporate

BUSINESS LAW (THIRD EDITION) All Rights Reserved

‒codifying requirement for remuneration of directors

BUSINESS LAW (THIRD EDITION) All Rights Reserved

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• the Companies Act 2016 strengthened corporate governance

BUSINESS LAW (THIRD EDITION) All Rights Reserved

– granting access to auditors on all communications on

BUSINESS LAW (THIRD EDITION) All Rights Reserved

– rules relating to substantial property transactions and

BUSINESS LAW (THIRD EDITION) All Rights Reserved

– preserving the assets of the company

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• the Companies Act modernized insolvency law through

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• The Companies Act 2016 defined the role of receivers/receiver

BUSINESS LAW (THIRD EDITION) All Rights Reserved

– providing for criminal sanctions to be imposed against

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• MCCG 2017 has thirty-six (36) practices to support the

BUSINESS LAW (THIRD EDITION) All Rights Reserved

(2) Board diversity is required

BUSINESS LAW (THIRD EDITION) All Rights Reserved

(5) Risk Management Committee

BUSINESS LAW (THIRD EDITION) All Rights Reserved

BUSINESS LAW (THIRD EDITION) All Rights Reserved

 bodies that are responsible to regulate the activities of

BUSINESS LAW (THIRD EDITION) All Rights Reserved

• the Companies Act 2016 represents a much needed change in

BUSINESS LAW (THIRD EDITION) All Rights Reserved

(5) companies are no longer required to have a constitution

or Memorandum and Articles of Association (M&A)

BUSINESS LAW (THIRD EDITION) All Rights Reserved

BUSINESS LAW (THIRD EDITION) All Rights Reserved

BUSINESS LAW (THIRD EDITION) All Rights Reserved

BUSINESS LAW (THIRD EDITION) All Rights Reserved