INTERNATIONAL ISLAMIC UNIVERSITY MALAYSIA

COURSE OUTLINE

Kulliyyah of Economics & Department of Business Administration

Management Sciences
Program Bachelor in Business Administration
Course Title COMPANY LAW
Course Code Law 3212
Status Compulsory
Level 3
Credit Hours/Contact 3
Hours
Pre-requisite LAW 3512

Teaching Methodology Lectures, case studies, discussion, presentation etc.

Instructor
Dr. Md. Abdul Jalil, Room No. 438, Level 4, ENM Building, E-
mail: abduljalil@iiu.edu.my, abd_jalil2@yahoo.com,

Semester Offered Semester 1, 2010/2011; Last update: 11.07.2010

Course Synopsis Business organizations and trade industries play an important role
in achieving and stimulating economic success in the
technological era of Malaysia. Therefore, IIUM graduates are
expected to be equipped with knowledge and skills in respect of
theoretical, practical, legal and ethical dimensions of business
organizations. Accordingly, this course intends to introduce
essential company law and regulations to help them manage
business organizations effectively and efficiently.

• To make students understand different aspects of

Course Objectives company law both under common law system and Islamic
law system which subsequently may regulate their
professional careers in reality

• To inculcate students with relevant statutory provisions,

case laws and ethical principles related to company caw.

• Relevant Islamic law principle will be contrasted with the

company law principles.

Learning Outcomes After finishing this course, students will be able to:
1. demonstrate an understanding of principles of company law
as important governing principles of corporate entities.
2. develop an ability to identify the pertinent sources of law

1
 (statures, case laws etc.) applicable to specific problems in
the company activity.
3. know how to set up a new corporate business and to conduct
corporate business in compliance with the Companies Act
1965.

Assessment Process Coursework 50%

Coursework includes:
Attendance 5%
Assignment 20 %
Presentation 5%
Mid-term test 20 %

Final Exam 50 %
Total Marks 100 %

COURSE OUTLINE

WEEK CHAPTERS READING MATERIALS

CH. 1: BUSINESS ORGANIZATION 1. Abdul Majid & Krisnan

Week 1 • Sole Proprietorship Business Arjunan, pp. 599-623.
• Partnership Business
• Company Business 2. Chan, Kok & Ling, p. 1-39.
• Introduction to company law in
Malaysia

CH. 2: CLASSIFICATION OF
COMPANY Chan, Koh & Ling, pp. 40 – 70.
Week 2 Limited and Unlimited Company
Public and Private Company
Related Company

CH. 3: INCORPORATION OF A
COMPANY Chan & Koh, pp. 71—118;
Week 3 Concept of Incorporation
Effects of Incorporation
• Separate Legal Entity/Veil of
Incorporation
• Ability to sue and be sued
• Ability to own property
• Perpetual Succession
Lifting the Veil of Incorporation

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Week 4 CH. 4: PROPER PLAINTIFF RULE Chan, Koh and Ling, p. 473-
What is proper plaintiff rule, rationale for 498.
proper plaintiff rule, Defects in proper
plaintiff rule, Exceptions to proper plaintiff
rule, majority rule, internal management rule,
derivative actions on behalf of the company.
CH. 5: PROMOTERS AND PRE-
INCORPORATION CONTRACTS Chan & Koh, pp. 190—212;
Week 5
• Promoter’s duties and liabilities
• Legal status of pre-incorporation
contracts in Malaysia and the UK.

CH. 6: CONSTITUTION OF A
COMPANY
1. Memorandum of Association
Week 6 • Contents of memorandum of
association; Chan & Koh, pp. 123—186;
• Alteration of Memorandum
• Doctrine of Ultra Vires

2. Article of Association
• Contents of articles of
Association;
• Alteration to Articles of
association

CH 7: COMPANY SHARES
Nature of Shares
Week 7 & Classes of Shares Chan, Koh and Ling, p. 265-309;
8 Capital Structure
Variation of Class Rights
Issues and Allotment of Shares
Transfer and Restriction of Shares

CH. 8: DEBENTURES & CHARGES

Chan, Kok and Ling, p. 361-410;
Week 9 • Debentures
• Charges
Fixed charge
Floating charge
Priority of Charges

CH. 9: OFFICERS OF A COMPANY

Director
Week 10

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& 11 Appointment
Qualification
Disqualification
Removal
Duties
Chan & Koh, pp. 530—627;
• Company Secretary
686-699; 769-806;
Appointment
Qualification

Auditor
Appointment
Qualification

CH. 10: MEMBERSHIP OF A Chan & Koh, pp. 413—430;

Week 12 COMPANY
3. Rights of Members
4. Protection of Minority Shareholders

CH. 11: MEETINGS

Types of Meetings 1. Chan, Koh & Ling, p. 630-
Week 13 Notice of Meetings 683;
Conduct of Meetings

CH. 12: WINDING UP - Chan & Koh, pp. 876—1022;

Voluntary Winding up
Compulsory Winding up
Week 14 Liquidator - Malaysian Code on Takeovers
Appointment and Mergers 1998
Qualification
- Capital Market and Services
Disqualification
Act 2007
• Reconstruction of a Company
• Takeover and Mergers

REQUIRED: REFERENCE:

- Chan & Koh, Malaysian Company Law:
Principles and Practice, Petaling Jaya:
Reading Thomson (Sweet & Maxwell Asia), 2009.
Materials
- Companies Act 1965.
- Shanthy Rachangan, et. al,
Principles of company Law in
Malaysia, Kuala Lumpur:
Malayan Law Journal.
- Krishnan Arjunan & Low Chee
Keong, Understanding Company
Law in Malaysia, Kuala Lumpur:
LBC Information Services.
- Walter Woon, Company Law,
Petaling Jaya: Sweet & Maxwell

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 Asia, 2009.

- Pamela Hanrahan, et al,

Commercial Application of
Company Law in Malaysia,
Singapore: CCH Asia Pte. Ltd.
- Abdul Majid & Krishnan
Arjunan, Business Law in
Malaysia, Kuala Lumpur:
Malayan Law Journal.

Last updated: 11 July 2010

Prepared by: Checked by: Approved by:

Dr. Md. Abdul Jalil Head of Department Dean, Kul. Of ENMS

(Associate Professor) Prof. Emeritus Mohammad Dr. A. Khaliq Ahmad
B. Sulaiman (Associate Professor)