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COMPANIES

COMPANIES. PN. RABI’AH BT MUHAMMAD SERJI. ‘company’ means a company incorporated pursuant to the Companies Act 1965. A company is an artificial legal person that exists independently of the individuals. Separate entity, separate and distinct from its directors and shareholders.

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COMPANIES

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  1. COMPANIES PN. RABI’AH BT MUHAMMAD SERJI

  2. ‘company’ means a company incorporated pursuant to the Companies Act 1965. • A company is an artificial legal person that exists independently of the individuals. • Separate entity, separate and distinct from its directors and shareholders. • 4 types of companies: • A company ltd by shares • A company ltd by guarantee • A company ltd by both shares and guarantee • An unlimited company • Ltd companies may be either public or private companies.

  3. Documents needed for the opening of companies’ accounts: i) copy of memorandum and articles of association ii) Copy of business registration iii) Board of directors’ resolution which instruct the bank to become an agent for the company, officer in charge and details on how the account should be manage. iv) Authorise person’s specimen signature and rubber stamp of the company.

  4. Case1: Serrell v Derbyshire, Staffordshire and worcestershire Junction Railway Co. • Subject to any limitation contained in its memorandum, every company whether trading or non trading has the capacity to open and operate a bank account Case 2: general Auction Estate and Monetary Co v Smith • Subject to any limitation contained in its memotandum, every trading company has an implied power to borrow for the purpose of its business.

  5. PARTNERSHIPS • Defined under S 3(1) PA1961: “the relationship which subsists between persons carrying on business in common with a view to profit.” • Anyone with legal capacity may be a partner, even a company may be a partner. • Minor may enter into p’ship with adult but not answerable for debt while he still minor. • When opening an account for a p’ship, bank should: • Conduct a search at the Registry of Business in order to confirm the existence of the firm, the identity of the partners and other particulars of the firm

  6. ii. Obtained a specimen of the firm’s rubber stamp iii. Obtained an account mandate containing account operation details, signed by all partners. • In handling p’ship accounts, the legal points to note basically concern their legal entity, accounts, liabilities and their termination. Cases: Wong Yoon Yar v Lin Yin Thai & ors • p’ship has no legal entity nor personality of its own

  7. IAC (Singapore) Pte Ltd v Koh Meng Wan • A guarantee agreement entered into by a partner to answer for debts of the p’ship does not amount to a guarantee. Malayan Banking Bhd. V Lim Chee Leng & Anor • A partner remains liable for debts incurred before his resignation or retirement from the firm and he cannot escape liability by merely pleading resignation or retirement.

  8. Mayban Finance (Singapore) Ltd v Yap Thiam sen • Third parties are entitled to treat a withdrawing partner as still being a member of the firm until they receive notice of the change in the constitution of the firm. The withdrawing/retiring partner is liable for all debts or obligations incurred before his withdrawal /retirement. Tan Sin Moh v Lebel Ltd • If a partner withdraws from a p’ship, notice of withdrawal must be specifically given to persons had habitually dealing with the firm.

  9. Leong sing v Perusahaan Kuari Sdn.Bhd • Where a p’ship has been terminated, an action may still be taken against the p’ship firm in the firm’s name, and the action is commenced against the correct party, so long as the cause of action accrued before the termination of the p’ship. The Chartered Bank v Yong Chan >Any one partner can sue for breach of contract in relation to p’ship account.

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