Company Law in Malaysia - Separate Legal Entity

Corporations Law can be described as the interaction between directors, employees, financier, consumers and the community. Corporations law can be implied to this case as Water Corporations, a government owned company had a responsibility upon entering into a contract with Norvik Industries to provide an attention to skill when connecting the water line. To provide fully trained employees to undertake this job. This involved double checking there work.

This essay will explain the concepts of separate personality and limited liability and their significance in company law. The principle of separate personality is defined in the Companies Act 2006(CA) ; “subscribers to the memorandum, together with such other persons as may from time to time become members of the company are a body corporate by the name contained in memorandum.” This essentially means that a company is a separate legal personality to its members and therefore can itself be sued and enter into contracts. This theory was birthed into company law through the case of Salomon v Salomon and Co LTD 1872. This case involved a company entering liquidation and the unsecured creditors not being able to claim assets to compensate them. The issue in this case was whether Mr Salomon owed the money or the company did. In the end, the House of Lords held that the company was not an agent of Mr Salomon and so the debts were that of the company thus creating the “corporate Veil” .

RULE OF LAW: Corporate promoters owe a fiduciary duty to one another, the company, its

The thesis deals with the above concepts and discusses how the Companies Act 71 of 2008 (the Act) modified the law, particularly, by extending the legal capacity of a company and extinguishing or modifying the above rules which had previously restricted a company's ability

This paper describes the impact of the decision made in the case of Tesco Stores Ltd v Brent LBC on the law and its effects on the corporate world, and the comparison between the doctrine of vicarious liability that it outlines and the doctrine of identification that was used earlier to determine the liability of corporations in cooperate crime.

“We have completed this assignment on our own and have not discussed it with any other individual or used any other unauthorized aids. We acknowledge compliance with the academic requirements (e.g. citation of sources) of the University of Toronto.”

Learning Objective 1.2 ~ discuss the different types of companies which may be formed under the Corporations Act 2001

Lipton, P. & Herzberg, A. (2010). Understanding Company Law. (15th ed.). Pyrmont, NSW: Lawbook Co.

Malaysia is a country of democracy, a multiparty system. The ruling party Barisan Nasional has been in power for over 25 years. That fact has provided the country with a high degree of stability, which is an important factor for companies investing in the country. Corruption exists in the country. This may be an obstacle for foreign companies, as it increases the company's costs and could cause problems. Transparency International takes 47th Malaysia out of 180 countries in its Corruption Perception

The definition of company is 'A legal entity, by legislation, which permits groups of people, as shareholders, to apply to government for an independent organization to be created, which can then pursue set objectives ' (Duhaime, 2014).

Choosing a Corporation/Company Structure - the business structure of a company/ corporation is highly recommended, it has the flexibility to gain more capital, or credit capability and assets used as security. Based on the Corporation Act 2001 (Cth) AC 22, a corporation is another legal entity with their own legal rights, duties and responsibilities separate to the individual or owner of the company (Harris, Hargovan & Adams, 2013, pp 229). The risk and consequences are one of the principal considerations of choosing a company structure (Harris, Hargovan & Adams, pp 50). Based on the “Corporate Veil” Liability is owned by a separate legal entity and not to the extent of the owner, for instance, the debt of the company is not a personal liability, but the company. This is further explained in the case below.

As mentioned in the prescribed text, the judge observes that there are cases where a parent company manages its subsidiary and also where a subsidiary company plays an agent role of its parent due to the parent’s substantial control exercised. Queries may then occur as in what is the exact relationship between a parent company and its subsidiary, as well as what are the criteria that could determine that relationship. Before clearly explaining these questions, a brief introduction of the ‘separate legal entity’ principal will be given, after which the importance of corporate group-where parent and subsidiary companies lie in will be illustrated, followed by a thorough discussion of corporate veil. In the end, this essay will cover when to lift the corporate veil under both Common law and Corporation Acts 2001, mainly regarding some determining factors such as sham and fraud, as well as the contents in

The documentary starts off with showing the development of the contemporary business corporation, from beginning as a legal entity to then having the entitlement of having most of the legal rights of a person. Since a corporation is said to be a “person”, the documentary then was assessing the corporation as a “personality” and showed viewers everything a corporation was doing wrong in harming a real

The concept of a company being a separate legal entity is the most striking illustration in separating the company from its owners. A paramount principle of corporate law is that no shareholder or member of a company is made liable for the obligations incurred by such incorporations A company is different from its members in the eyes of law. In continuations to this the opposite also holds true in the sense that neither can the company be held liable for the acts of its members. It is a fundamental distinction that a company is distinct from its members.

The ruling party of Malaysia, Barisan Nasional has been in power since the country’s independence in 1957. This fact has provided Malaysia a high degree of stability and the confidence of foreign investors / businesses.