Case Update: Resignation of Directors Does Not Require Acceptance or Consent by the Company

I set out a case update on two recent High Court cases relating to the resignation of directors and on section 208 of the Companies Act 2016 (CA 2016) on giving the written notice of resignation as a director.

In the first case of Wong Kok Meng, the Court confirmed that a director’s resignation need not be accepted by the company and there need not be a resolution accepting such a resignation.

In the second case of Tan Kei Vin, it also dealt with the issuance of a director’s notice of resignation. That written notice took effect immediately when delivered to the company’s registered office.

I explain more on the two cases below. Continue reading

Companies Commission of Malaysia FAQ: Voting on Preference Shares and Single-Member Public Company Meetings

The Companies Commission of Malaysia (SSM, being the Malay abbreviation) maintains a useful FAQ page on the Companies Act 2016 (CA 2016) and other transitional issues. This page is updated from time to time. The FAQ is stated as being for general reference. The document does not have legal force. The issues and answers may ultimately have to be tested in the courts.

I touch on two recent updates as at 7 August 2019 dealing with voting on preference shares and meetings of a single-member public company.

Continue reading

Case Update: High Court Decides on Restraining Order Requirements under Companies Act 2016

I had earlier written about a High Court decision that set aside a restraining order. The Court held that the applicant must meet the statutory pre-conditions for the grant of a restraining order in a scheme of arrangement from the very initial application stage.

The High Court has now issued its grounds of judgment dated 3 May 2019 in the case involving Barakah Offshore Petroleum Berhad and PBJV Group Sdn Bhd.

 

 

 

Upcoming Book: Law and Practice of Corporate Insolvency in Malaysia

Sweet & Maxwell is publishing an upcoming book: Law and Practice of Corporate Insolvency in Malaysia. It will be the first dedicated text in Malaysia covering restructuring and insolvency law. Each chapter is written by a lawyer, an insolvency practitioner or a combination of both. The book should be a good blend of the latest legal developments and practical tips.

The book will cover all the areas of winding up, receivership, schemes of arrangement, corporate voluntary arrangement and judicial management. Continue reading

Case Update: Two-Year Time Limit to Obtain Court Order to Reverse Dissolution of Company

The High Court decision in Ketua Pengarah Hasil Dalam Negeri v Suruhanjaya Syarikat Malaysia and another (Grounds of Judgment dated 12 February 2019) held that there is a strict two-year time limit from the date of dissolution to obtain the Court Order to reverse the dissolution of a company. It is not enough to file the court application within that two-year period from dissolution.

This is in the context of interpreting section 535(1) of the Companies Act 2016 (CA 2016) (which is identical to the previous section 307(1) of the Companies Act 1965). This section states that “where a company has been dissolved, the Court may, at any time within two years after the date of the dissolution … make an order … declaring the dissolution to have been void.” Continue reading