1. Lifting of The Corporate Veil
1.1. Pull aside the persona and look to see who is behind
1.2. Statutory
1.2.1. Sec. 36
1.2.2. Sec. 67
1.2.3. Sec. 121
1.2.4. Sec. 303(3) & 304(2)
1.2.5. Sec. 304(1)
1.2.6. Sec. 305
1.2.7. Sec. 365(2)(b)
1.2.8. Sec. 46 EPF Act
1.2.9. Sec. 108A Emp. Soc. Sec. Act
1.3. Procedure of Incorporation of Company
1.3.1. Sec. 14(1)
1.3.2. Form 13A
1.3.3. Name Reservation
1.4. Pre-Incorporation Documents
1.4.1. MoA
1.4.2. AoA
1.4.3. Form 6
1.4.4. Form 48A
1.4.5. Form 13A
1.4.6. Form 48F
1.4.7. Registration fee
1.5. Subscribers to Memorandum
1.5.1. Sec. 14(1)
1.5.2. Full name, addresses and occupation of the subscribers
1.5.3. Share capital company
1.5.4. State the number of shares (>1) in handwriting
1.5.5. Must sign the MoA in presence of >1 independent witness
1.5.6. must sign the AoA as procedures required in MoA
1.6. Subscribers as Members
1.6.1. Deemed to have agreed to become members
1.6.2. In its register of members.
1.6.3. Even if the subscribers are not entered in the register of the members
1.7. Certificate of Incorporation
1.7.1. Company number
1.7.2. Company name
1.7.3. Date of incorporation
1.7.4. The type of company that has been set up
1.7.5. The company’s status
2. Promoters
2.1. Definition
2.1.1. Those who cause a company to be incorporated and also those who may later find persons to act as its directors
2.2. Duties of Promoters
2.2.1. Fiduciary relationship
2.2.2. Duty to disclose to the company any profit which he may secure
2.2.3. Independent board of directors
2.2.4. Existing or intended shareholders
2.3. Remedies for Breach
2.3.1. Rescission of contract
2.3.2. Recovery of secret profit
2.3.3. Damages for breach of fiduciary duty
3. Pre-Incorporation Contracts
3.1. intro
3.1.1. Contracts made before a company is incorporated.
3.1.2. A company has no contractual capacity prior to incorporation - so contracts cannot be made on its behalf.
3.1.3. Before incorporation, company is not a separate entity
3.2. Position in Malaysia
3.2.1. Section 35
3.2.1.1. 1. Once pre-incorporation contract is ratified, the company is bound by the contract.
3.2.1.2. 2. Ratification operates retrospectively.
3.2.1.3. 3. The company may choose not to ratify.
3.2.1.4. 4. The person who purported to act in the name or on behalf of the company shall be personally bound by the contract.
4. Incorporation of A Company
4.1. Legal Recognition
4.1.1. Section 16 (5)
4.2. Effects of Incorporation
4.2.1. Separate legal entity
4.2.2. Can sue and be sued
4.2.3. Ability to own property
4.2.4. Limited liability on members
4.2.5. Perpetual succession
4.2.6. Powers of a Company
4.2.7. A company acts trough its agent