- Companies Act 2016 (for private and public companies)
– For private and public companies, such as enforcement agency; SSM.
- Capital Markets and Services Act 2007
– For public company and private company that offer securities to the public/investment/unit trust
- Listing Requirements
– Public companies that list the shares on Bursa
Limited Liability Company : Section 10 Companies Act 2016
- Limited by Shares
– Liability of a member of such a company is limited to the amount still owing on the share held by the member in the company.
- Limited by Guarantee
– Liability of a member of such company is limited to the sum agreed to be paid by the member in the vent the company is wound-up. It can only be public and non-profit.
Unlimited Liability : Section 10 Companies Act 2016
Liability of the members is unlimited to the point that a member’s personal assets can be made use of to settle the company’s debts should the company be wound up. Unlimited companies have the word “Sendirian” or “Sbd” in its name, pursuant to Section 25 Companies Act 2016.
Effects of Incorporation : Section 20 and Section 21 Companies Act 2016
Section 20 – separate legal entity
Section 21 – unlimited capacity to
- To sue and be sued
- To acquire, own, hold, develop or dispose property
- To do any act which it may do or enter into transactions
Mackts Logistic (M) Sdn Bhd v Malaysian Airline System Bhd [2013] MLJU
Court of Appeal held that, once a company is incorporated, a veil is cast over the true controllers of the company. It is a veil through which the law will not usually penetrate. Incorporation gives the company a legal personality, separate from its members. Basically what this amounts is this, a company may own property and may sue and be sued in its own corporate name.. and that a company will not die even though its members die.
Perpetual Succession : Section 20(b) Companies Act 2016
The company is immortal. It will continue to live until it is properly wound up or struck off the register.
Even if all the members die, the business still exists.
In the case of Re Noel Tedman Pty Ltd, the company had 2 directors who were also the shareholders, a husband and wife. Both died in a traffic accident. One infant child survived.
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