IICS/IICKL

Revised: 07/08/2013

INTI INTERNATIONAL COLLEGE SUBANG

COURSE STRUCTURE
COURSE: LAW3222 MALAYSIAN COMPANY LAW (4cr)
PREREQUISITE(S):
LAW2203 Law for Accounting and Finance
COURSE DESCRIPTION:
The course aims to impart knowledge of the general principles of Malaysian company law. While the course
emphasizes principles, it is not intended to be purely theoretical. On the contrary, attempts will be made to
concentrate on those principles which are important in practice and to explain their purpose and operation.
LEARNING OBJECTIVES:
The aims of this course are to enable students to:
1. acquire sound knowledge on the types of companies, the formation, management and dissolution of a
company.
2. discuss the legal effects of incorporation of a company and the common law and statutory exception to the
principle of separate legal entity.
3. explain legal concepts such as the principle of separate legal its entity and resulting implications, pre
incorporation contracts, memorandum of association and articles of association.
LEARNING OUTCOMES:
Successful students will be able to:
1. Acquire subject Specific Skills: Students taking this module are expected to be able to demonstrate a basic
understanding of the concepts of company law and an appreciation of how these concepts are implemented in
practice;
2. Acquire core Academic Skills: Students taking this module are expected to be able to identify and define
problems applying legal reasoning towards finding a solution, by using and interpreting standard sources of
company law
3. Acquire personal and Key Skills: Students taking this module are expected to demonstrate an awareness
of some of the academic theories that underpin company law and write an assignment undertaking legal
research and presenting their assignment in an appropriate legal style and format
COURSE FORMAT:
* 2.5 Semesters System:
Total Student Learning Time (SLT) (L = Lecture; T = Tutorial; P = Practical; O = Others) :
Face to Face
L
T P O
42

12

Guided & Independent Learning (hr)

Total Student Learning Time (hr)

101

160

STUDENT EVALUATION:
Written Assignment (30 %) and Test (10%): 40%; Final Examination: 60%
Note:
Students are required to include a bibliography for every assignment.
FINAL EXAMINATION FORMAT:
Duration: 3 hours
Answer any FOUR out of SEVEN questions.
GRADING SCALE:
A1 (77100), A2 (7376), A3 (7072), B1 (6769), B2 (6366), B3 (6062), C1 (5759), C2 (5356), C3 (50
52), D1 (4749), D2 (4346), D3 (4042), F (0-39)
Referral Pass (40-100)
Referral Fail (0-39)
Note:
A student is deemed to have passed the module if the student obtained 40% or better in the overall, irrespective
of the score in the individual component.

BATUH, BFIUH & BACFIN: LAW3222 MALAYSIAN COMPANY LAW

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IICS/IICKL

Revised: 07/08/2013

BASIC TEXT(S):
1. Aiman Nariman Mohd Sulaiman Aishah Bidin, Commercial Applications of Company Law in Malaysia,
2nd ed., CCH, 2005.
2. Walter Woon, Company Law. 3rd ed., Sweet & Maxwell, 2009.
3. Krishnan Arjunan, Low Chee Keong, Lipton & Herzbergs Understanding Company Law in Malaysia,
CCH Asia Ltd, 1995.
REFERENCES:
1. Krishnan Arjunan, Cases and Commentary. MLJ, 1998
2. Companies Act 1965 (Act 125) Revised 1973, MLJ Statute Series.
CLASS SYLLABUS:
Lecture(s)
Topics
1-2
Introduction
Nature and functions of companies Types of companies Comparison
between limited companies and partnerships.
3-4
Formation of Companies
Procedure of incorporation Re-registration of companies
5-6
Promoters and Pre-Incorporation Contract
Meaning and Duties - Remedy for Breach and Remuneration Liability on pre-incorporation
contracts
7 - 10
The Consequences of Incorporation
Separate legal personality Landmark case of Salomon v Salomon Lifting the veil of
incorporation Statutory and common law exceptions.
11 - 12
Memorandum of Association
Compulsory clauses Doctrine of ultra vires
13 - 14
Articles of Association
Alteration of articles Legal effects of articles
15 - 16
Meetings
Types of meetings Requisites of a valid meeting Notice Resolutions
17 - 18
Company Secretary
Qualification Powers and Duties
19 - 20
Directors
Appointment and Qualification Procedure of Removal
21 - 22
Directors (contd)
Duties Relief from Liability
23 - 26
Shares
Types of shares Application and Allotment Transfer of shares Share certificates and
Estoppel
27 - 28
Winding Up
Compulsory and Voluntary winding-up
Final Examination

BATUH, BFIUH & BACFIN: LAW3222 MALAYSIAN COMPANY LAW

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