Sdn Bhd v Bhd

Yesterday, I had my first class on Company Law. In that class, we essentially discussed definitions – various types of companies, relationships, and the veil of incorporation. I had a superb time in class and my brains were bursting by the end of the day.

A word on the lecturer – Prof Choong. I really like him a lot. He is a superb Company Law lecturer. He reminds me of a typical ‘mad professor’ kind of person. He was also very structured in his lecture and really knew his stuff.

Anyway, there were a lot of legal classifications and definitions yesterday, which are all available from the Act itself. The Act itself defines several types of companies: limited or unlimited [S.14(2)]; limited by shares [S.14(2)(a), S.214(1)(d)] or guarantee [S.14(2)(b), S.214(1)(e)]; private or public [S.15, S.4]; and some corner cases e.g. private exempt companies [S.4].

Since I have a 13-yr old company myself, I could easily relate to a lot of the concepts and learned a lot of new things in the process as well. After passing this module, I assume that I will not need to depend solely on my Company Secretary for advice any more.

The definitions continued with how companies are related to each other whether as a holding or subsidiary [S.6, S.5(1)]. I learned here that it’s not just a majority share-holding that matters [S.5(1)(a)(iii)] but they can also be related by votes [S.5(1)(a)(ii)] and/or board members [S.5(1)(a)(i)].

The last bit that we covered was on the concept of a separate legal entity – the crux of Company Law. This concept was not enshrined in the statute but is found in Common Law. The general rule is that the corporate entity is considered a separate person in the eyes of the Law. However, as usual, there are a ton of exceptions to this rule.

I’m still waiting for Reasonable Man to show its face.

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Shawn Tan

Chip Doctor, Chartered/Professional Engineer, Entrepreneur, Law Graduate.

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