Chapter 1 B.docx - PCL0012 Introduction to Commercial Law...

PCL0012 Introduction to Commercial Law
TOPIC 1: INTRODUCTION TO BUSINESS ENTITIES
Part B: Types of Companies
c. COMPANY
 A business corporation of 1 or more individuals and registered under
the Section 9 (b) of Companies Act 2016 (CA 2016) .
‒ According to the Section 9 (b) of CA 2016, it is:
Essential requirements of a company
(b) one or more members, having limited or unlimited
liability for the obligations of the company
 Sources of Malaysian Company Law
i) Statutes:
‒ Companies Act 2016 (CA 2016)
ii)Case law precedent (Malaysia, UK & Australia):
‒ when the Act is silent and for interpretation
‒ Section 5 of Civil Law Act 1956
‒ English Common law

SOURCES OF COMPANY LAW
1. Companies Act 2016
2. Securities Commission Act 1993
3. Capital Markets & Services Act 2007.
4. Company Commission of Malaysia Act 2001
5. Civil Law Act 1956
6. Companies Regulations 2017
7. Listing requirements of Bursa Malaysia Securities Berhad (BSMB)
8. Securities Commission Guidelines
9. Best Practices in Malaysian Code of Corporate Governance 2012
10. Common Law

DEVELOPMENT OF MALAYSIAN COMPANY LAW
Companies Enactment 1897
Companies Enactment No 20 of 1917
Companies Enactment 1927
Companies Ordinance 1946
Companies Act 1965 (CA 1965)
‒ Modelled upon English Companies Act 1948 and Australia
Uniform Companies Act 1961
Companies Bill 2015
House of Representatives (Dewan Rakyat) on 4 April 2016
Senate (Dewan Negara) on 28 April 2016
***On 31 / 1 / 2017, a new Companies Act 2016 (Act 777) was
enforced replacing the previous Companies Act 1965.

COMPANIES ACT 2016 (CA 2016)
 Amongst the aim of Act 777 are to reflect the importance of
developed information and communication technology, to reflect the
cost compliance, to reduce conflicts between various corporate
regulatory bodies and to simplify the operational process of a
company in Malaysia.
 A company incorporated in Malaysia must be registered in
accordance with the Companies Act 2016.
 The Companies Act 2016 performs 2 functions
‒ An enabling function; and
‒ A regulatory function
REGULATORY BODIES
1. Companies Commission of Malaysia (SSM)
2. Securities Commission (SC)
3. Bursa Malaysia Securities Berhad

COMPANIES COMMISSION OF MALAYSIA (SSM)
 Companies Commission of Malaysia (SSM) is a statutory body
formed as a result of a merger between the
Registrar of Companies (ROC) and the
Registrar of Businesses (ROB) in Malaysia which regulates
companies and businesses.
 SSM came into operation on 16 April 2002. The main activity of
SSM is to serve as an agency to incorporate companies and register
businesses as well as to provide company and business information
to the public.
 As the leading authority for the improvement of corporate
governance, SSM fulfils its function to ensure compliance with
business registration and corporate legislation through
comprehensive enforcement and monitoring activities so as to
sustain positive developments in the corporate and business sectors
of the Nation.