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Incorporation and Its Effects

Incorporation and Its Effects. Salomon Doctrine Lifting the Corporate Veil. Incorporation of Local Company. Registration: ROC at the Company Commission Malaysia . S. 14(1): 2/> persons, subscribe names, comply requirement. Procedure: s.16 i ) Reservation of company name (Form 13A & fee)

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Incorporation and Its Effects

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  1. Incorporation and Its Effects Salomon Doctrine Lifting the Corporate Veil

  2. Incorporation of Local Company • Registration: ROC at the Company Commission Malaysia. • S. 14(1): 2/> persons, subscribe names, comply requirement. • Procedure: s.16 i) Reservation of company name (Form 13A & fee) ii) If (i) available & proper & RoC satisfied: 3 months reserve. -lodge duly signed copy of MoA; AoA(optional for co. limited by shares) , statutory declarations of compliance (Form 6) & consent (Form48A) iii) Registration: certificate of incorporation: effect

  3. Subscribers to Memorandum • S.14(1): 2 / > persons • Requirements to be stated in MoA: -name, address & occupations - desirous clause - if company to have share capital, the agreed number: state number of shares own handwriting (normal person) / by agent (legal person), & sign MoA - if company without share capital, just sign the MoA - sign in presence of 1/> independent witness who will attest the signature of subscribers • Similar requirement for registration of AoA

  4. Concept of corporate personality • The doctrine of separate legal entity • S.16(5) • Salomon v Salomon & Co. Ltd. (1897) • Lee v Lee’s Air Farming Ltd • GohHooi Yin v Lim Teong Ghee & Ors • Abd Aziz b Atan v Ladang Rengo Malay Estate SdnBhd

  5. Consequences • A body corporate • Capable of exercising all the functions of an incorporated company • Capable of suing and being sued • Has perpetual succession • Shall have a common seal; and • Has power to hold land

  6. Lifting the corporate veil • Statutory provisions • Judicial interpretation • Agency • Trust • Public policy

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