IICS/IICKL Revised: 07/08/2013

BATUH, BFIUH & BACFIN: LAW3222 MALAYSIAN COMPANY LAW Page 1 of 2

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 Guided & Independent Learning (hr) Total Student Learning Time (hr)

L T P O

42 12 0 5 101 160

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 (77–100), A2 (73–76), A3 (70–72), B1 (67–69), B2 (63–66), B3 (60–62), C1 (57–59), C2 (53–56), C3 (50–

52), D1 (47–49), D2 (43–46), D3 (40–42), 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.

IICS/IICKL Revised: 07/08/2013

BATUH, BFIUH & BACFIN: LAW3222 MALAYSIAN COMPANY LAW Page 2 of 2

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 & Herzberg’s 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 (cont’d)

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