Case Update: Passing of a Members’ Written Resolution under the Companies Act 2016 with “More than Half of Such Members”

The High Court in the case of  Mohamed Zain Yon Bin Mohamed Fuad v Jason Jonathan Lo & Ors issued its Grounds of Judgment dated 6 March 2019. The case clarifies the interpretation of the new members’ written resolution provision of the Companies Act 2016 (CA 2016). More than half the number of shareholding of the members is required to pass the members’ written resolution. It is not more than half the number of the shareholders. Further, the case also emphasised how the CA 2016 applies even to companies which still retain the Table A Articles of Association under the Companies Act 1965 (CA 1965).

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Practising Certificate for Company Secretaries and the Duties of Company Secretaries

Section 241 of the Companies Act 2016 (CA 2016) has come into force today on 15 March 2019 (see P.U.(B) 138/2019). This is the last provision of the CA 2016 to be brought into force. Under this section, all qualified persons who wish to act as a company secretary must register with the Registrar of Companies.

With the coming into force of section 241, the Companies (Practising Certificate for Secretaries) Regulations 2019 and Guidelines Relating to Practising Certificate for Secretaries Under Section 241 of the Companies Act 2016 have also come into force on 15 March 2019. There is also a FAQ section on the Companies Commission of Malaysia website. Continue reading

Case Update: Federal Court Confirms Jurisdiction to Set Aside a Winding Up Order

The Federal Court in grounds of judgment dated 22 November 2018 in the SKS Foam decision confirmed the Court’s jurisdiction to set aside a perfected winding up Order in certain limited instances.

The Court is able to exercise its jurisdiction under the Federal Court case of Badiaddin to set aside its own Order where the defect is of such a serious nature that there is a need to set aside the Order in the interests of justice. Continue reading

Revised Version of the Companies Act 2016

The Companies Commission of Malaysia (SSM) has made an important announcement that the Companies Act 2016 [Act 777] has been reprinted as at 1 November 2018 with certain minor revisions. These typographical revisions were made under the powers of the Revision of Laws Act 1968.

The reprinted Companies Act 2016 (as at 1 November 2018) can be found on the SSM website here. Continue reading

Shareholder Oppression: A Personal Wrong or a Corporate Wrong?

Lee Shih and Joyce Lim discuss the effect of the Singapore Court of Appeal’s decision in the Sakae Holdings case. This article was originally published in Skrine’s Legal Insights Issue 03/2018.

In the recent case of Ho Yew Kong v Sakae Holdings Ltd [2018] SGCA 33 (“Sakae Holdings”), the Singapore Court of Appeal had the opportunity to clarify the distinction between personal wrongs committed against shareholders of a company and corporate wrongs against the company. This distinction directly relates to the question of whether the appropriate relief in each respective scenario would be by way of an oppression action or a statutory derivative action.

ST Photo. Image from the Business Times Singapore.

The Singapore Court of Appeal set out a framework to determine whether an aggrieved shareholder could maintain an oppression action or ought to have pursued a statutory derivative action instead. Continue reading