Professional Documents
Culture Documents
(i) A person who desires to form a company must apply for incorporation from
the Registrar.
(ii) The application for incorporation must contain certain particulars which are
stated in s. 14(3) of the Companies Act 2016.
(iv) If the Registrar is satisfied with compliance of the procedure above and upon
payment of the prescribed fee, the Registrar will (a) assign a registration
number to the company and (b) issue a notice of registration.
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a company can sue or be sued
a company can acquire, own, hold, develop or dispose of any property,
and
a company can do any act which it may do to enter into transactions.
(i) The underlying and fundamental basis of Company Law is that when a
company is incorporated, it acquires an independent and separate legal
personality from its members.
(ii) This means once incorporated, a company becomes a legal person with
legal personality separate from its members. As a legal person, the
company can enter into transactions and sue or be sued in its own name.
It can also own land and it continues to exist despite changes to its
membership.
(iii) The principle of separate legal personality was established in the landmark
decision of Saloman v A. Saloman & Co Ltd [1897] AC 22 and is now
codified in s. 20(1) of the Companies Act 2016.
(iv) The principle of separate legal entity also applies to the officers of the
company, such as the directors of the company.
(v) Following from the principle of separate legal personality, there is a veil
of incorporation (the corporate veil) separating the company on one side
and its members and officers on the other side. The debts and obligations
of the company belong to the company and cannot be imputed on the
members and officers of the company.
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(i) Judicial lifting of the corporate veil
The court will not allow the concept of separate personality to be used as an
instrument to perpetuate fraud or to avoid legal obligations.
Agency
Group Enterprise
The People's Insurance Company (M) v The People's Insurance Co Ltd [1986]
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1 MLJ 68
DHN Food Distributors Ltd v London Borough of Tower Hamlets [1976] 3
All ER 462
Adams v Cape Industries plc [1990] Ch 433
Hotel Jaya Puri Bhd v National Union of Hotel, Bar and Restaurant Workers
[1980] 1 MLJ 109
Woolfson v Strathclyde Regional Council (1978) 38 P & CR 521
Sunrise Sdn Bhd v First Profile Sdn Bhd [1996] 3 MLJ 533; [1997] 1 CLJ 529
Edmund Charles Liebenberg v ICB Griffin Manufacturing Sdn Bhd & Ors
[2005] 3 CLJ 613
Ata Management Consultants Sdn Bhd v Makmuran Sdn Bhd [2004] 3 CLJ 53
Epic Quest Sdn Bhd & Anor v. Sheila Eleanor De Costa [2011] 8 CLJ 518
Alcatel-Lucent (Malaysia) Sdn Bhd v. Solid Investments Ltd & Another Appeal
[2013] 2 CLJ 734
Tenaga Nasional Bhd v Irham Niaga Sdn Bhd & Anor [2011] 1 MLJ 752
Tenaga Nasional Bhd v Irham Niaga Sdn Bhd & Anor [2017] 5 CLJ 488
In times of war, the court has the power to lift the corporate veil to determine
if a company is controlled by an enemy of the state.
Daimler Co Ltd v Continental Tyre & Rubber Co (Great Britain) Ltd [1916]
2 AC 307
Aspatra Sdn Bhd & Ors v BBMB & Anor [1988] 1 MLJ 97 (SC)
The Companies Act 2016 also contains a number of provisions that provide
for the lifting of the corporate veil.