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SHARE CAPITAL
TOPIC 1
BY: YUS AZNITA USTADI
CONTINUE: SHARE CAPITAL
• RIGHT ISSUE AND BONUS SHARES
LEARNING OUTCOME
• TO UNDERSTAND THE MEANING & DIFFERENCES BETWEEN RIGHT ISSUES AND BONUS SHARES
• TO KNOW THAT COMPANY MAY ALTER ITS SHARE CAPITAL STRUCTURE AND ONLY CAN
RETURN ITS CAPITAL TO ITS MEMBERS UNLESS PERMITTED BY COMPANIES ACT 2016.
• TO DIFFERENTIATE BETWEEN A MEMBER AND A SHAREHOLDER OF A COMPANY.
• TO KNOW WHO IS QUALIFIED TO BE A MEMBER OF A COMPANY AND THE WAYS TO BECOME A
MEMBER OF A COMPANY.
• TO DESCRIBE THE PROCEDURE OF TRANSFER OF SHARES FROM THE PERSPECTIVES OF BOTH
COMPANY AND TRANSFEREE
• TO DESCRIBE THE SHARE CERTIFICATE AND TO KNOW THE REGISTERS PERTAINING TO
MEMBERS WHICH MUST BE KEPT BY A CCOMPANY
RIGHT ISSUE
• AS MENTIONED BEFORE: WHEN A COMPANY APPLIED SECTION 85 OF CA 2016;
THEN IT SHALL BE DEALT WITH UNDER RIGHT ISSUE.
• THIS IS BECAUSE UNDER SECTION 85 CA 2016, THE CLAUSE ON PRE EMPTIVE
RIGHTS PROVIDE THE SAME MEANING TO RIGHT ISSUE:
“ WHERE A COMPANY ISSUES NEW SHARES WHICH RANK EQUALLY TO EXISTING
SHARES AS TO THE VOTING OR DISTRIBUTION RIGHTS, THE COMPANY MUST
FIRST OFFER THE NEW SHARES TO THE MEMBERS OF EXISTING SHARES ON
PRO RATED BASIS
RIGHT ISSUE
• DEFINITION:
NEW SHARES OFFERED BY COMPANY TO EXISTING
SHAREHOLDERS ON PRO-RATA BASIS WITHIN A FIXED
TIME PERIOD.
• WHEN A COMPANY NEEDS MORE FUNDS FOR ITS
BUSINESS, IT MAY DECIDE OR BE REQUIRED BY ITS
CONSTITUTION TO MAKE A SUBSEQUENT ISSUE OF
SHARES, TO OFFER THE NEW SHARES TO EXISTING
SHAREHOLDERS ON PRO-RATA BASIS TO THEIR EXISTING
SHAREHOLDINGS AT THE TIME OF THE OFFER.
• FOR EXAMPLE, ONE NEW SHARE FOR EVERY TWO SHARES
ALREADY HELD BY THE SHAREHOLDERS. THIS IS KNOWN
AS RIGHTS ISSUE.
• THE TERMS OF A RIGHTS ISSUE MUST BE APPLICABLE TO
ALL SHARES OF THE SAME CLASS.
COPY RIGHT YUSAZNITAHAJIUSTADI 5
RIGHT ISSUE (CONT)
• RIGHTS ISSUES ARE USUALLY OFFERED AT A LOWER
PRICE THAN THE CURRENT MARKET PRICE OF THE
SHARES
• EXAMPLE COMPANY ISSUE 1 FOR FOUR RIGHT
SHARES AT AN EXERCISE PRICE OF RM1 WHILE
MARKET PRICE AT RM1.50
IMPORTANT NOTE:
IT HAS TO LOOK INTO SEC 85 WHEN WANT TO GIVE
RIGHT ISSUE. THIS TO ENSURE THAT THE VOTING AND
DISTRIBUTION RIGHTS OF THE MEMBERS MAINTAINED.
COPY RIGHT YUSAZNITAHAJIUSTADI 6
BONUS ISSUE (CAPITALISATION)
BONUS ISSUE OF SHARES
• DEFINITION:
THIS IS AN ALLOTMENT OF SHARES TO EXISTING
SHAREHOLDERS IN THE PROPORTION OF THEIR PRESENT
HOLDINGS.
• ‘A BONUS ISSUE OF ONE NEW SHARE FOR EVERY EXISTING
SHARE HELD BY THE SHAREHOLDERS’ MEANS THE
COMPANY IS ALLOTTING FULLY PAID-UP SHARES TO
SHAREHOLDERS ON THE BASIS OF ONE NEW SHARE FOR
EVERY ONE SHARE CURRENTLY HELD.
• THIS TYPE OF SHARE DO NOT INVOLVE ANY CASH OUTLAY
ON THE PART OF THE SHAREHOLDERS.
COPY RIGHT YUSAZNITAHAJIUSTADI 8
RIGHT ISSUE VS BONUS ISSUE
DISTINGUISH
RIGHT ISSUE BONUS ISSUE
Right shares are the one
available to the existing
shareholders equivalent to their
holdings, that can be bought at a
fixed price, for a definite period
of time.
Bonus shares refers to the shares
issued by the company free of
cost to the existing shareholders
in the proportion of their
holdings, out of accumulated
profits and reserves.
Issued at discounted prices Issued free of cost
To raise fresh capital for the
firm.
To bring the market price per
share, within a more popular
range.
BASIS FOR
COMPARISON
1) DEFINITION
2) PRICE
3) OBJECTIVE
COPY RIGHT YUSAZNITAHAJIUSTADI 10
DISTINGUISH …CONTINUED
RIGHT ISSUE BONUS ISSUE
Shareholders may fully or
partly renounce their rights.
No such renunciation
Either fully or partly paid up. Always fully paid up.
it shall be to the discretion of the
existing shareholder to offer
whatever subscription of shares
the existing shareholder shall
accept whatever amount be
offered
BASIS FOR
COMPARISON
3)
RENUNCIATION
4) PAID UP
VALUE
5) MINIMUM
SUBSCRIPTION
COPY RIGHT YUSAZNITAHAJIUSTADI 11
SHARE
REGISTRATION:
Legal Title To A Share
COPY RIGHT YUSAZNITAHAJIUSTADI 12
INTRODUCTION
UNDER THE COMPANIES ACT 2016: A COMPANY MAY HAVE ONLY ONE
MEMBER, AND THE SOLE MEMBER CAN BE INDIVIDUAL.
UNDER SECTION 42 IT’S ALREADY MENTIONED THAT THE MAXIMUM
NUMBER OF MEMBERS IN A PRIVATE COMPANY IS 50. AND IF IT IS
EXEMPT PRIVATE COMPANY, THE MAXIMUM IS 20 (SECTION 2(1)).
BUT IT WILL NOT INCLUDE FOR PUBLIC COMPANY. PUBLIC COMPANY
SHALL NOT HAVE MAXIMUM NUMBER IMPOSED.
TO AN INVESTOR, IT IS IMPORTANT FOR HIM TO KNOW WHETHER HE IS
A MEMBER OF A COMPANY OR NOT. BECAUSE AS A MEMBER HE IS
ENTITLED TO CERTAIN RIGHTS. THE COMPANY ALSO WILL WANT TO
KNOW WHO IS THEIR MEMBER.
COPY RIGHT YUSAZNITAHAJIUSTADI 13
MEMBERSHIP
• MEMBERSHIP IS DEFINED AS PEOPLE OR CORPORATION
WHO HAS INVESTED MONEY WITH THE COMPANY IN THE
EXPECTATION THAT THEY WILL RECEIVE A RETURN ON
THEIR FUNDS, EITHER IN THE FORM OF DISTRIBUTION OR
IN THE FORM OF A GROWTH IN THE VALUE OF THEIR
INVESTMENT IN THE COMPANY OVER TIME.
COPY RIGHT YUSAZNITAHAJIUSTADI 14
• Any person who can hold property in their own name can be
member of a company including humans and artificial persons
such as companies (corporate member).
LEGAL PERSON
• SECTION 14(3)(E ), THE FIRST MEMBERS OF A COMPANY WILL BE NAMED IN THE
APPLICATION FOR REGISTRATION. IT READS AS:
“THE APPLICATION FOR INCORPORATION.....SHALL INCLUDE A STATEMENT....CONTAINING
THE FOLLOWING PARTICULARS:
....
E. THE NAME, IDENTIFICATION, NATIONALITY......WHO IS TO BE A MEMBER OF THE
COMPANY....
• THE FIRST MEMBERS OF A COMPANY MAYBE NATURAL PERSONS AS WELL AS BODY
CORPORATES.
• BODY CORPORATE: INCLUDE CORPORATIONS (COMPANIES & LLP INCORPORATED IN
MALAYSIA OR OUTSIDE MALAYSIA), ASSOCIATIONS, SOCIETIES AND STATUTORY
BODIES.
LEGAL TO SHARES
• SECTION 50(1) PROVIDES: EVERY COMPANY SHALL KEEP A REGISTER OF
MEMBERS (ROM).
• AMONG THE INFORMATION REQUIRED ARE THE PARTICULARS OF THE MEMBERS
• SUBSECTION 3 PROVIDE AN IMPORTANT RULE:
”THAT THE REGISTER SHALL BE PRIMA FACIE EVIDENCE OF THE INFORMATION
INSERTED IN THE REGISTER AS REQUIRED BY THE ACT.
• THIS SHALL BE FURTHER AFFIRMED BY SECTION 101(1), WHICH PROVIDES THAT
THE NAME OF A PERSON IN THE REGISTER AS A SHAREHOLDER IS PRIMA FACIE
EVIDENCE OF HIS LEGAL TITLE TO SHARES.
LEGAL TITLE TO SHARES
• THUS, IT CAN BE SAID THAT A PERSON BECOME A MEMBER OF THE COMPANY WHEN HIS NAME
IS ENTERED INTO THE COMPANY’S REGISTER OF MEMBERS.
• REFERENCE TO MING YUEH HOLDINGS SDN BHD V KONG MING BANK BHD (1990) WHERE THE
COURT HELD THAT:
THE CORRECT TERM TO USE IN REFERENCE TO ANY PERSON HAVING ANY SHARE IN A COMPANY
WOULD APPEAR TO BE A MEMBER. EVEN THE FACT THAT A PERSON OWNS SHARES DOES NOT
MAKE HIM A MEMBER OF A COMPANY…IT IS POSSIBLE TO PURCHASE SHARES…WITHOUT BEING
REGISTERED AS THE HOLDER OF THOSE SHARES IN THE COMPANY’S REGISTER OF MEMBERS.
• THEREFORE, EVEN IF A PERSON PURCHASE SHARES, IT MEANS NOTHING IF THE PERSON NAME
WAS NOT IN THE REGISTER OF THE COMPANY. THIS IS AFFIRMED BY DEFINITION FOR A
MEMBER IN SECTION 2(1).
RESTRICTION ON
MEMBERSHIP
COPY RIGHT YUSAZNITAHAJIUSTADI
18
However there are restrictions imposed on some classes of
people:
o Partnership and sole proprietorship
o Unincorporated body such as club, association and
society
o officers of the organization
o Minors (applicant must be above 18 years) – can hold
and become member unless the Constitution prohibits.
o Joint holder of shares - articles may limit the maximum
number to join.
o Bankrupt – bankruptcy can hold share but the beneficial
interest in his/her share will be vested in his assignee of estate/
trustee of bankruptcy.
RESTRICTION ON
MEMBERSHIP
COPY RIGHT YUSAZNITAHAJIUSTADI 19
However there are restrictions imposed on some classes of
people:
o Deceased member – cannot become a member,
ownership of the share of a deceased member is transmitted to
his/her personal representative
o Insane member – cannot become a member, insane
member’s interest will be under the trustee of his estate.
o Holding company – a corporation if authorized by its
Constitution may hold shares in another company. However, a
corporation cannot become a member of itself.
MEMBERSHIP
METHODS
COPY RIGHT YUSAZNITAHAJIUSTADI 20
• On registration of company with CCM during incorporation process-by being named
(with consent) in the application for incorporation as a proposed member, the
subscribers are deemed to be members of the company.
Automatic (section 18(2)
• By application or subscribing for new shares in the company after the company is
registered
Apply/Subscribe
• By acquiring already issued shares after the company is registered. Acquisition is
through a transfer or by transmission of shares in the company.
Acquisition of already issued shares (section 106(1))
• The entry of the person’s name in the ROM as shareholder is the prima facie
evidence that the legal title to the share is vested in that person
Registration of members –Sec 101
TEST TO DETERMINE
MEMBERSHIP
COPY RIGHT YUSAZNITAHAJIUSTADI 21
• by subscribing to M&A by
application (under CA 1965)/upon
application when incorporating new
company
• or subscription of new shares
• by transfer and transmission of
shares;
agreement
to become a
member
• whether shareholders’ name are
recorded/entered/listed in the ROM
or ROD (listed company).
entry in the
Register of
members
(ROM)
ENTITLEMENT OF REGISTERED
SHAREHOLDER-SEC 101(2)
• EXERCISE THE RIGHT TO VOTE ATTACHED TO THE
SHARE
• RECEIVE NOTICES
• RECEIVE A DISTRIBUTION IN RESPECT OF THE SHARE,
IF ANY, AND
• EXERCISE THE OTHER RIGHTS AND POWERS
ATTACHED TO THE SHARE
NOTE :
SEC 147: DEPOSITORS IN ROD DEEMED TO BE A MEMBER
(PUBLIC LISTED COMPANY)
COPY RIGHT YUSAZNITAHAJIUSTADI 22
METHODS STOP BEING A
MEMBER
COPY RIGHT YUSAZNITAHAJIUSTADI 23
Transfer shares to
new person
Transfer shares under
buy back
Shares cancelled under a
reduction of capital
Partly paid shares are
forfeited
Company is
deregistered and
ceases to exist
SHARE CERTIFICATE
SHARE CERTIFICATES
COPY RIGHT YUSAZNITAHAJIUSTADI
25
❑In the absence of share certificate, the name of a person in
the R.O.M as shareholder is prima facie evidence of that
the legal title to the shares is vested in that person.
❑one important thing: the implementation of section 100(2)
that each share shall be distinguished by an appropriate
number unless all the issued shares of that class is fully
paid-up and rank equally.
❑if its ordinary shares and the holders are not entitle to vote,
sec90(2) requires the company to ensure the share
certificate will include “non-voting”.
❑The content of share
certificate(sec 98(1):
• The name of the company
• The class of shares held by that
person
• The number of shares held by that
person
Form of share certificate:
The book form
The loose form
SHARE CERTIFICATE
• GENERAL RULE:
IT IS NOW NO LONGER MANDATED FOR A COMPANY TO ISSUE A SHARE
CERTIFICATE TO A SHAREHOLDER UNLESS THE COMPANY’S CONSTITUTION
REQUIRES THEM
(SECTION 97(1), CA 2016)
• EXCEPTIONAL RULE:
EVEN IF THE COMPANY’S CONSTITUTION DOES NOT REQUIRE A SHARE
CERTIFICATE TO BE ISSUED, THE SHAREHOLDER MAY APPLY TO THE FOR ONE
UNDER THE SAME ACT.
SHARE CERTIFICATE
• THE REQUIREMENTS TO FOLLOW:
- THE COMPANY WILL BE REQUIRED TO ISSUE THE SHARE CERTIFICATE WITHIN 60 DAYS
FROM THE RECEIPT OF THE APPLICATION(SECTION 98(1)).
- FAILING TO DO SO, THE SHAREHOLDERS MAY TAKE THESE STEPS (SECTION 99) TO GET
THE SHARE CERTIFICATE.
1. HE SEND NOTICE TO THE COMPANY REQUIRING THE COMPANY TO DELIVER THE SHARE
CERTIFICATE WITHIN 14 DAYS
2. IF FAIL TO DO SO WITHIN TIMEFRAME, THE SHAREHOLDER MAY FILE AN APPLICATION
TO COURT FOR AN ORDER TO DIRECT THE COMPANY AND ITS OFFICERS TO DELIVER
THE SHARES.
3. THE COURT MAY ORDER THE COMPANY /OFFICERS WHO FAIL TO DELIVER TO PAY ALL
PROCEDURE TO APPLY FOR DUPLICATE
CERTIFICATE OR DOCUMENT IN LIEU FOR A
LOST/DESTROYED CERTIFICATE-SEC 104
PAYMENT RM50
THE COMPANY SHALL ON PAYMENT OF A FEE RM50, ISSUE A DUPLICATE CERTIFICATE OR
DOCUMENT OF TITLE OF SHARE OR DEBENTURES IF LOST OR DESTROYED TO THE
OWNER ON HIS APPLICATION :SEC 104(1)
SEE HIDDEN NOTES
DISTINGUISHING NUMBERS
WHEN A COMPANY ISSUES SHARE CERTIFICATES, EACH SHARE SHALL BE DISTINGUISHED
BY AN APPROPRIATE NUMBER. HOWEVER, IF ALL THE SHARES ISSUED ARE FULLY PAID
UP AND RANK EQUAL IN TERMS OF RIGHTS AND LIABILITIES, NO NEED FOR THE SHARES
TO HAVE A DISTINGUISHING NUMBER.
AS LONG AS IT REMAINS FULLY PAID UP AND RANKS EQUALLY FOR ALL PURPOSES WITH
ALL SHARES OF THE SAME CLASS ISSUED AND FULLY PAID UP :SEC 105(1)
COPY RIGHT YUSAZNITAHAJIUSTADI
28
• TRANSFER OF SHARES
COPY RIGHT YUSAZNITAHAJIUSTADI 29
TRANSFER OF SHARES
• A SHARE IS A TRANSFERABLE PROPERTY AND SHARES CAN BE
TRANSFERRED WHEN OWNERSHIP CHANGES HANDS AS A
VOLUNTARY ACTION BY A WILLING SELLER AND A WILLING
BUYER WHEN IT IS GIVEN AWAY TO SOME OTHER PERSON.
• THE TRANSFER OF SHARE (AND DEBENTURES) MUST BE
REGISTERED WITH COMPANIES COMMISSION OF MALAYSIA
USING A PROPER INSTRUMENT OF TRANSFER IN ACCORDANCE
WITH THE COMPANIES REGULATION 2017.
COPY RIGHT YUSAZNITAHAJIUSTADI 30
TRANSFER OF SHARES
• NOTWITHSTANDING SECTION 31(1) WHICH SAID THAT A COMPANY LIMITED BY
SHARES MAY OR MAY NOT HAVE A COMPANY CONSTITUTION, A PRIVATE
COMPANY LIMITED BY SHARES APPEARS NECESSARY TO HAVE A COMPANY’S
CONSTITUTION IN ORDER TO BE IN LINE WITH SECTION 106(1) OF CA 2016 ON
RESTRICTIONS TO TRANSFER SHARES.
• WITHOUT HAVING A CONSTITUTION, A PERSON DEALING IN THE SHARES WILL
NOT KNOW WHETHER THERE’S ANY RESTRAIN ON THE TRANSFER JUST BY
LOOKING AT THE NAME.
• AND THE ACT SIGNIFICANTLY STATED THAT A COMPANY SHALL ONLY
REGISTER A TRANSFER OF SHARES IF THE COMPANY HAS RECEIVED “A DULY
EXECUTED AND STAMPED INSTRUMENT OF TRANSFER”
TRANSFER OF SHARES..CONTINUED
REQUIREMENTS FOR INSTRUMENT OF TRANSFER
• SEC 105(1) CA 2016 :
SUBJECT TO OTHER WRITTEN LAW, A SHAREHOLDER OR
DEBENTURE HOLDER MAY ONLY TRANSFER HIS SHARES OR
DEBENTURES IN A COMPANY BY LODGING A DULY EXECUTED
AND STAMPED INSTRUMENT OF A TRANSFER WITH THE
COMPANY.
• SEC 105(3) :
FOR PURPOSE OF EFFECTING THE TRANSFER OF
SHARES/DEBENTURES , THE COMPANY SHALL ENTER THE
NAME OF TRANSFEREE IN THE REGISTER OF MEMBERS OR
DEBENTURE HOLDERS
BINA PURI VENTURES SDN BHD V LEE POH HENG & ANOTHER
CASE (2012)
COPY RIGHT YUSAZNITAHAJIUSTADI
32
TRANSFER OF SHARES..CONTINUED
REQUIREMENTS FOR INSTRUMENT OF TRANSFER
AN INSTRUMENT OF TRANSFER INCLUDES A WRITTEN
APPLICATION FOR TRANSMISSION OF A SHARE,
DEBENTURE OR OTHER INTEREST TO A PERSONAL
REPRESENTATIVE :SEC 105(5)
• LODGEMENT WITH COMPANY
THE TRANSFEROR/TRANSFEREE OF THE SHARES
MAY THEN LODGE THE DULY SIGNED AND STAMPED
TRANSFER FORM WITH THE COMPANY. (SECTION
105(1)). AND TOGETHER WITH THE ORIGINAL SHARE
CERTIFICATE,IF IT HAS BEEN ISSUED
BEFORE.(SEC98(2) CA 2016)
COPY RIGHT YUSAZNITAHAJIUSTADI
33
REGISTRATION OR REFUSAL TO TRANSFER
THE PROCEDURE UNDER CA 2016:
• SECTION 106(1): THE COMPANY SHALL REGISTER THE TRANSFER WITHIN 30 DAYS FROM THE RECEIPT OF
THE INSTRUMENT OF TRANSFER, UNLESS THE FOLLOWING CONDITIONS ARE PRESENT:
1. THE CA 2016 OR COMPANY’S CONSTITUTION EXPRESSLY PERMITS THE DIRECTOR TO REFUSE OR
DELAY THE REGISTRATION FOR SUCH REASONS STATED;
2. THE DIRECTORS HAVE PASSED A RESOLUTION TO REFUSE/DELAY THE REGISTRATION WITHIN 30
DAYS FROM THE RECEIPT OF THE INSTRUMENT TO TRANSFER; AND THE RESOLUTION HAS TO STATE
THE REASONS FOR REFUSAL/DELAY
3. THE NOTICE IS SENT TO BOTH TRANSFEROR AND TRANSFEREE WITHIN 7 DAYS OF THE RESOLUTION
AND WHERE THE COMPANY IS PUBLIC COMPANY, NOTICE OF RESOLUTION MUST INCLUDETHE
REASONS FOR REJECTION/DELAY
REGISTRATION PROCESS
• SECTION 102, CA 2016 PROVIDES THAT THE COMPANY SECRETARY SHALL
ENSURE THAT REGISTER OF MEMBERS TO BE PROPERLY KEPT AND MAINTAINED
REGULARLY.
• THEREFORE PARTICULARS OF TRANSFER OF SHARES MUST BE RECORDED IN THE
ROM.THE COMPANY MUST REPLACE THE NAME OF THE TRANSFEROR WITH THE
NAME OF THE TRANSFEREE AS THE OWNER OF THE SHARES TRANSFERRED.
TRANSMISSION OF SHARES
TRANSMISSION OF SHARES
• THIS ARISES OUT OF OPERATION OF THE LAW AS A CONSEQUENCE OF
AN EVENT SUCH AS DEMISE OF THE HOLDER OR AN ACT OF
BANKRUPTCY OF THE OWNER.
• IF THE DECEASED HAS LEFT A WILL, IT WILL BE UP TO THE EXECUTOR
OF THE WILL TO OBTAIN A GRANT OF PROBATE FROM THE HIGH
COURT, CONFIRMING THE APPOINTMENT OF THE EXECUTOR. THE
EXECUTOR SHALL BE AUTHORIZED TO SIGN THE SHARE TRANSFER
UNDER PRESCRIBED FORM TO EFFECT ANY TRANSFER AS MAY BE
REQUIRED.
• IF THE DECEASED DOES NOT HAVE A WILL, THE ESTATE WILL BE
ADMINISTERED BY THE PERSON OR PERSONS WHO HAVE BEEN
GRANTED LETTERS OF ADMINISTRATION BY THE HIGH COURT. SUCH A
PERSON IS CALLED AN ADMINISTRATOR.
COPY RIGHT YUSAZNITAHAJIUSTADI 37
REQUIREMENTS/PROCEDURES OF
TRANSMISSION OF SHARES
COPY RIGHT YUSAZNITAHAJIUSTADI 38
Sec
109(1)
• Where shares/debentures is transmitted to a
person by operation of law, the person shall
notify the company in writing that the person
wishes to be registered as a shareholder or
debenture holder of the company.
Sec
109(7)
• The person to whom shares/debenture
transmitted by operation of law is
recognized as having title to his interest
in the securities shall be:
-if deceased was a sole holder: the legal
representative
-if the deceased was a joint holder: the
survivor
Sec
109(2)
• if the person decides not to
register himself as holder of the
securities, he shall testify his
election by executing to the
person a transfer of securities
Sec
109(3)
• Director have the same right to
refuse /delay the registration of
transfer of securities by that
member as if his death of
bankruptcy has not occured
Sec
109(6)
• The registered holder entitled to
dividends , other advantages
and rights in relation to meeting
of company or voting
Sec
109(4)
• Any document by law sufficient
evidence of probate of the will
/letter of administration of the
estate of the deceased person
shall be accepted as sufficient
evidence of the grant.
Sec
109(5)
Then, the company is required to register
the person as a shareholder/debenture
holder of the company within 60 days from
receiving the notification
COPY RIGHT YUSAZNITAHAJIUSTADI 39

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CHAPTER 1 (PART B).pdf

  • 1. SHARE CAPITAL TOPIC 1 BY: YUS AZNITA USTADI
  • 2. CONTINUE: SHARE CAPITAL • RIGHT ISSUE AND BONUS SHARES
  • 3. LEARNING OUTCOME • TO UNDERSTAND THE MEANING & DIFFERENCES BETWEEN RIGHT ISSUES AND BONUS SHARES • TO KNOW THAT COMPANY MAY ALTER ITS SHARE CAPITAL STRUCTURE AND ONLY CAN RETURN ITS CAPITAL TO ITS MEMBERS UNLESS PERMITTED BY COMPANIES ACT 2016. • TO DIFFERENTIATE BETWEEN A MEMBER AND A SHAREHOLDER OF A COMPANY. • TO KNOW WHO IS QUALIFIED TO BE A MEMBER OF A COMPANY AND THE WAYS TO BECOME A MEMBER OF A COMPANY. • TO DESCRIBE THE PROCEDURE OF TRANSFER OF SHARES FROM THE PERSPECTIVES OF BOTH COMPANY AND TRANSFEREE • TO DESCRIBE THE SHARE CERTIFICATE AND TO KNOW THE REGISTERS PERTAINING TO MEMBERS WHICH MUST BE KEPT BY A CCOMPANY
  • 4. RIGHT ISSUE • AS MENTIONED BEFORE: WHEN A COMPANY APPLIED SECTION 85 OF CA 2016; THEN IT SHALL BE DEALT WITH UNDER RIGHT ISSUE. • THIS IS BECAUSE UNDER SECTION 85 CA 2016, THE CLAUSE ON PRE EMPTIVE RIGHTS PROVIDE THE SAME MEANING TO RIGHT ISSUE: “ WHERE A COMPANY ISSUES NEW SHARES WHICH RANK EQUALLY TO EXISTING SHARES AS TO THE VOTING OR DISTRIBUTION RIGHTS, THE COMPANY MUST FIRST OFFER THE NEW SHARES TO THE MEMBERS OF EXISTING SHARES ON PRO RATED BASIS
  • 5. RIGHT ISSUE • DEFINITION: NEW SHARES OFFERED BY COMPANY TO EXISTING SHAREHOLDERS ON PRO-RATA BASIS WITHIN A FIXED TIME PERIOD. • WHEN A COMPANY NEEDS MORE FUNDS FOR ITS BUSINESS, IT MAY DECIDE OR BE REQUIRED BY ITS CONSTITUTION TO MAKE A SUBSEQUENT ISSUE OF SHARES, TO OFFER THE NEW SHARES TO EXISTING SHAREHOLDERS ON PRO-RATA BASIS TO THEIR EXISTING SHAREHOLDINGS AT THE TIME OF THE OFFER. • FOR EXAMPLE, ONE NEW SHARE FOR EVERY TWO SHARES ALREADY HELD BY THE SHAREHOLDERS. THIS IS KNOWN AS RIGHTS ISSUE. • THE TERMS OF A RIGHTS ISSUE MUST BE APPLICABLE TO ALL SHARES OF THE SAME CLASS. COPY RIGHT YUSAZNITAHAJIUSTADI 5
  • 6. RIGHT ISSUE (CONT) • RIGHTS ISSUES ARE USUALLY OFFERED AT A LOWER PRICE THAN THE CURRENT MARKET PRICE OF THE SHARES • EXAMPLE COMPANY ISSUE 1 FOR FOUR RIGHT SHARES AT AN EXERCISE PRICE OF RM1 WHILE MARKET PRICE AT RM1.50 IMPORTANT NOTE: IT HAS TO LOOK INTO SEC 85 WHEN WANT TO GIVE RIGHT ISSUE. THIS TO ENSURE THAT THE VOTING AND DISTRIBUTION RIGHTS OF THE MEMBERS MAINTAINED. COPY RIGHT YUSAZNITAHAJIUSTADI 6
  • 8. BONUS ISSUE OF SHARES • DEFINITION: THIS IS AN ALLOTMENT OF SHARES TO EXISTING SHAREHOLDERS IN THE PROPORTION OF THEIR PRESENT HOLDINGS. • ‘A BONUS ISSUE OF ONE NEW SHARE FOR EVERY EXISTING SHARE HELD BY THE SHAREHOLDERS’ MEANS THE COMPANY IS ALLOTTING FULLY PAID-UP SHARES TO SHAREHOLDERS ON THE BASIS OF ONE NEW SHARE FOR EVERY ONE SHARE CURRENTLY HELD. • THIS TYPE OF SHARE DO NOT INVOLVE ANY CASH OUTLAY ON THE PART OF THE SHAREHOLDERS. COPY RIGHT YUSAZNITAHAJIUSTADI 8
  • 9. RIGHT ISSUE VS BONUS ISSUE
  • 10. DISTINGUISH RIGHT ISSUE BONUS ISSUE Right shares are the one available to the existing shareholders equivalent to their holdings, that can be bought at a fixed price, for a definite period of time. Bonus shares refers to the shares issued by the company free of cost to the existing shareholders in the proportion of their holdings, out of accumulated profits and reserves. Issued at discounted prices Issued free of cost To raise fresh capital for the firm. To bring the market price per share, within a more popular range. BASIS FOR COMPARISON 1) DEFINITION 2) PRICE 3) OBJECTIVE COPY RIGHT YUSAZNITAHAJIUSTADI 10
  • 11. DISTINGUISH …CONTINUED RIGHT ISSUE BONUS ISSUE Shareholders may fully or partly renounce their rights. No such renunciation Either fully or partly paid up. Always fully paid up. it shall be to the discretion of the existing shareholder to offer whatever subscription of shares the existing shareholder shall accept whatever amount be offered BASIS FOR COMPARISON 3) RENUNCIATION 4) PAID UP VALUE 5) MINIMUM SUBSCRIPTION COPY RIGHT YUSAZNITAHAJIUSTADI 11
  • 12. SHARE REGISTRATION: Legal Title To A Share COPY RIGHT YUSAZNITAHAJIUSTADI 12
  • 13. INTRODUCTION UNDER THE COMPANIES ACT 2016: A COMPANY MAY HAVE ONLY ONE MEMBER, AND THE SOLE MEMBER CAN BE INDIVIDUAL. UNDER SECTION 42 IT’S ALREADY MENTIONED THAT THE MAXIMUM NUMBER OF MEMBERS IN A PRIVATE COMPANY IS 50. AND IF IT IS EXEMPT PRIVATE COMPANY, THE MAXIMUM IS 20 (SECTION 2(1)). BUT IT WILL NOT INCLUDE FOR PUBLIC COMPANY. PUBLIC COMPANY SHALL NOT HAVE MAXIMUM NUMBER IMPOSED. TO AN INVESTOR, IT IS IMPORTANT FOR HIM TO KNOW WHETHER HE IS A MEMBER OF A COMPANY OR NOT. BECAUSE AS A MEMBER HE IS ENTITLED TO CERTAIN RIGHTS. THE COMPANY ALSO WILL WANT TO KNOW WHO IS THEIR MEMBER. COPY RIGHT YUSAZNITAHAJIUSTADI 13
  • 14. MEMBERSHIP • MEMBERSHIP IS DEFINED AS PEOPLE OR CORPORATION WHO HAS INVESTED MONEY WITH THE COMPANY IN THE EXPECTATION THAT THEY WILL RECEIVE A RETURN ON THEIR FUNDS, EITHER IN THE FORM OF DISTRIBUTION OR IN THE FORM OF A GROWTH IN THE VALUE OF THEIR INVESTMENT IN THE COMPANY OVER TIME. COPY RIGHT YUSAZNITAHAJIUSTADI 14 • Any person who can hold property in their own name can be member of a company including humans and artificial persons such as companies (corporate member).
  • 15. LEGAL PERSON • SECTION 14(3)(E ), THE FIRST MEMBERS OF A COMPANY WILL BE NAMED IN THE APPLICATION FOR REGISTRATION. IT READS AS: “THE APPLICATION FOR INCORPORATION.....SHALL INCLUDE A STATEMENT....CONTAINING THE FOLLOWING PARTICULARS: .... E. THE NAME, IDENTIFICATION, NATIONALITY......WHO IS TO BE A MEMBER OF THE COMPANY.... • THE FIRST MEMBERS OF A COMPANY MAYBE NATURAL PERSONS AS WELL AS BODY CORPORATES. • BODY CORPORATE: INCLUDE CORPORATIONS (COMPANIES & LLP INCORPORATED IN MALAYSIA OR OUTSIDE MALAYSIA), ASSOCIATIONS, SOCIETIES AND STATUTORY BODIES.
  • 16. LEGAL TO SHARES • SECTION 50(1) PROVIDES: EVERY COMPANY SHALL KEEP A REGISTER OF MEMBERS (ROM). • AMONG THE INFORMATION REQUIRED ARE THE PARTICULARS OF THE MEMBERS • SUBSECTION 3 PROVIDE AN IMPORTANT RULE: ”THAT THE REGISTER SHALL BE PRIMA FACIE EVIDENCE OF THE INFORMATION INSERTED IN THE REGISTER AS REQUIRED BY THE ACT. • THIS SHALL BE FURTHER AFFIRMED BY SECTION 101(1), WHICH PROVIDES THAT THE NAME OF A PERSON IN THE REGISTER AS A SHAREHOLDER IS PRIMA FACIE EVIDENCE OF HIS LEGAL TITLE TO SHARES.
  • 17. LEGAL TITLE TO SHARES • THUS, IT CAN BE SAID THAT A PERSON BECOME A MEMBER OF THE COMPANY WHEN HIS NAME IS ENTERED INTO THE COMPANY’S REGISTER OF MEMBERS. • REFERENCE TO MING YUEH HOLDINGS SDN BHD V KONG MING BANK BHD (1990) WHERE THE COURT HELD THAT: THE CORRECT TERM TO USE IN REFERENCE TO ANY PERSON HAVING ANY SHARE IN A COMPANY WOULD APPEAR TO BE A MEMBER. EVEN THE FACT THAT A PERSON OWNS SHARES DOES NOT MAKE HIM A MEMBER OF A COMPANY…IT IS POSSIBLE TO PURCHASE SHARES…WITHOUT BEING REGISTERED AS THE HOLDER OF THOSE SHARES IN THE COMPANY’S REGISTER OF MEMBERS. • THEREFORE, EVEN IF A PERSON PURCHASE SHARES, IT MEANS NOTHING IF THE PERSON NAME WAS NOT IN THE REGISTER OF THE COMPANY. THIS IS AFFIRMED BY DEFINITION FOR A MEMBER IN SECTION 2(1).
  • 18. RESTRICTION ON MEMBERSHIP COPY RIGHT YUSAZNITAHAJIUSTADI 18 However there are restrictions imposed on some classes of people: o Partnership and sole proprietorship o Unincorporated body such as club, association and society o officers of the organization o Minors (applicant must be above 18 years) – can hold and become member unless the Constitution prohibits. o Joint holder of shares - articles may limit the maximum number to join. o Bankrupt – bankruptcy can hold share but the beneficial interest in his/her share will be vested in his assignee of estate/ trustee of bankruptcy.
  • 19. RESTRICTION ON MEMBERSHIP COPY RIGHT YUSAZNITAHAJIUSTADI 19 However there are restrictions imposed on some classes of people: o Deceased member – cannot become a member, ownership of the share of a deceased member is transmitted to his/her personal representative o Insane member – cannot become a member, insane member’s interest will be under the trustee of his estate. o Holding company – a corporation if authorized by its Constitution may hold shares in another company. However, a corporation cannot become a member of itself.
  • 20. MEMBERSHIP METHODS COPY RIGHT YUSAZNITAHAJIUSTADI 20 • On registration of company with CCM during incorporation process-by being named (with consent) in the application for incorporation as a proposed member, the subscribers are deemed to be members of the company. Automatic (section 18(2) • By application or subscribing for new shares in the company after the company is registered Apply/Subscribe • By acquiring already issued shares after the company is registered. Acquisition is through a transfer or by transmission of shares in the company. Acquisition of already issued shares (section 106(1)) • The entry of the person’s name in the ROM as shareholder is the prima facie evidence that the legal title to the share is vested in that person Registration of members –Sec 101
  • 21. TEST TO DETERMINE MEMBERSHIP COPY RIGHT YUSAZNITAHAJIUSTADI 21 • by subscribing to M&A by application (under CA 1965)/upon application when incorporating new company • or subscription of new shares • by transfer and transmission of shares; agreement to become a member • whether shareholders’ name are recorded/entered/listed in the ROM or ROD (listed company). entry in the Register of members (ROM)
  • 22. ENTITLEMENT OF REGISTERED SHAREHOLDER-SEC 101(2) • EXERCISE THE RIGHT TO VOTE ATTACHED TO THE SHARE • RECEIVE NOTICES • RECEIVE A DISTRIBUTION IN RESPECT OF THE SHARE, IF ANY, AND • EXERCISE THE OTHER RIGHTS AND POWERS ATTACHED TO THE SHARE NOTE : SEC 147: DEPOSITORS IN ROD DEEMED TO BE A MEMBER (PUBLIC LISTED COMPANY) COPY RIGHT YUSAZNITAHAJIUSTADI 22
  • 23. METHODS STOP BEING A MEMBER COPY RIGHT YUSAZNITAHAJIUSTADI 23 Transfer shares to new person Transfer shares under buy back Shares cancelled under a reduction of capital Partly paid shares are forfeited Company is deregistered and ceases to exist
  • 25. SHARE CERTIFICATES COPY RIGHT YUSAZNITAHAJIUSTADI 25 ❑In the absence of share certificate, the name of a person in the R.O.M as shareholder is prima facie evidence of that the legal title to the shares is vested in that person. ❑one important thing: the implementation of section 100(2) that each share shall be distinguished by an appropriate number unless all the issued shares of that class is fully paid-up and rank equally. ❑if its ordinary shares and the holders are not entitle to vote, sec90(2) requires the company to ensure the share certificate will include “non-voting”. ❑The content of share certificate(sec 98(1): • The name of the company • The class of shares held by that person • The number of shares held by that person Form of share certificate: The book form The loose form
  • 26. SHARE CERTIFICATE • GENERAL RULE: IT IS NOW NO LONGER MANDATED FOR A COMPANY TO ISSUE A SHARE CERTIFICATE TO A SHAREHOLDER UNLESS THE COMPANY’S CONSTITUTION REQUIRES THEM (SECTION 97(1), CA 2016) • EXCEPTIONAL RULE: EVEN IF THE COMPANY’S CONSTITUTION DOES NOT REQUIRE A SHARE CERTIFICATE TO BE ISSUED, THE SHAREHOLDER MAY APPLY TO THE FOR ONE UNDER THE SAME ACT.
  • 27. SHARE CERTIFICATE • THE REQUIREMENTS TO FOLLOW: - THE COMPANY WILL BE REQUIRED TO ISSUE THE SHARE CERTIFICATE WITHIN 60 DAYS FROM THE RECEIPT OF THE APPLICATION(SECTION 98(1)). - FAILING TO DO SO, THE SHAREHOLDERS MAY TAKE THESE STEPS (SECTION 99) TO GET THE SHARE CERTIFICATE. 1. HE SEND NOTICE TO THE COMPANY REQUIRING THE COMPANY TO DELIVER THE SHARE CERTIFICATE WITHIN 14 DAYS 2. IF FAIL TO DO SO WITHIN TIMEFRAME, THE SHAREHOLDER MAY FILE AN APPLICATION TO COURT FOR AN ORDER TO DIRECT THE COMPANY AND ITS OFFICERS TO DELIVER THE SHARES. 3. THE COURT MAY ORDER THE COMPANY /OFFICERS WHO FAIL TO DELIVER TO PAY ALL
  • 28. PROCEDURE TO APPLY FOR DUPLICATE CERTIFICATE OR DOCUMENT IN LIEU FOR A LOST/DESTROYED CERTIFICATE-SEC 104 PAYMENT RM50 THE COMPANY SHALL ON PAYMENT OF A FEE RM50, ISSUE A DUPLICATE CERTIFICATE OR DOCUMENT OF TITLE OF SHARE OR DEBENTURES IF LOST OR DESTROYED TO THE OWNER ON HIS APPLICATION :SEC 104(1) SEE HIDDEN NOTES DISTINGUISHING NUMBERS WHEN A COMPANY ISSUES SHARE CERTIFICATES, EACH SHARE SHALL BE DISTINGUISHED BY AN APPROPRIATE NUMBER. HOWEVER, IF ALL THE SHARES ISSUED ARE FULLY PAID UP AND RANK EQUAL IN TERMS OF RIGHTS AND LIABILITIES, NO NEED FOR THE SHARES TO HAVE A DISTINGUISHING NUMBER. AS LONG AS IT REMAINS FULLY PAID UP AND RANKS EQUALLY FOR ALL PURPOSES WITH ALL SHARES OF THE SAME CLASS ISSUED AND FULLY PAID UP :SEC 105(1) COPY RIGHT YUSAZNITAHAJIUSTADI 28
  • 29. • TRANSFER OF SHARES COPY RIGHT YUSAZNITAHAJIUSTADI 29
  • 30. TRANSFER OF SHARES • A SHARE IS A TRANSFERABLE PROPERTY AND SHARES CAN BE TRANSFERRED WHEN OWNERSHIP CHANGES HANDS AS A VOLUNTARY ACTION BY A WILLING SELLER AND A WILLING BUYER WHEN IT IS GIVEN AWAY TO SOME OTHER PERSON. • THE TRANSFER OF SHARE (AND DEBENTURES) MUST BE REGISTERED WITH COMPANIES COMMISSION OF MALAYSIA USING A PROPER INSTRUMENT OF TRANSFER IN ACCORDANCE WITH THE COMPANIES REGULATION 2017. COPY RIGHT YUSAZNITAHAJIUSTADI 30
  • 31. TRANSFER OF SHARES • NOTWITHSTANDING SECTION 31(1) WHICH SAID THAT A COMPANY LIMITED BY SHARES MAY OR MAY NOT HAVE A COMPANY CONSTITUTION, A PRIVATE COMPANY LIMITED BY SHARES APPEARS NECESSARY TO HAVE A COMPANY’S CONSTITUTION IN ORDER TO BE IN LINE WITH SECTION 106(1) OF CA 2016 ON RESTRICTIONS TO TRANSFER SHARES. • WITHOUT HAVING A CONSTITUTION, A PERSON DEALING IN THE SHARES WILL NOT KNOW WHETHER THERE’S ANY RESTRAIN ON THE TRANSFER JUST BY LOOKING AT THE NAME. • AND THE ACT SIGNIFICANTLY STATED THAT A COMPANY SHALL ONLY REGISTER A TRANSFER OF SHARES IF THE COMPANY HAS RECEIVED “A DULY EXECUTED AND STAMPED INSTRUMENT OF TRANSFER”
  • 32. TRANSFER OF SHARES..CONTINUED REQUIREMENTS FOR INSTRUMENT OF TRANSFER • SEC 105(1) CA 2016 : SUBJECT TO OTHER WRITTEN LAW, A SHAREHOLDER OR DEBENTURE HOLDER MAY ONLY TRANSFER HIS SHARES OR DEBENTURES IN A COMPANY BY LODGING A DULY EXECUTED AND STAMPED INSTRUMENT OF A TRANSFER WITH THE COMPANY. • SEC 105(3) : FOR PURPOSE OF EFFECTING THE TRANSFER OF SHARES/DEBENTURES , THE COMPANY SHALL ENTER THE NAME OF TRANSFEREE IN THE REGISTER OF MEMBERS OR DEBENTURE HOLDERS BINA PURI VENTURES SDN BHD V LEE POH HENG & ANOTHER CASE (2012) COPY RIGHT YUSAZNITAHAJIUSTADI 32
  • 33. TRANSFER OF SHARES..CONTINUED REQUIREMENTS FOR INSTRUMENT OF TRANSFER AN INSTRUMENT OF TRANSFER INCLUDES A WRITTEN APPLICATION FOR TRANSMISSION OF A SHARE, DEBENTURE OR OTHER INTEREST TO A PERSONAL REPRESENTATIVE :SEC 105(5) • LODGEMENT WITH COMPANY THE TRANSFEROR/TRANSFEREE OF THE SHARES MAY THEN LODGE THE DULY SIGNED AND STAMPED TRANSFER FORM WITH THE COMPANY. (SECTION 105(1)). AND TOGETHER WITH THE ORIGINAL SHARE CERTIFICATE,IF IT HAS BEEN ISSUED BEFORE.(SEC98(2) CA 2016) COPY RIGHT YUSAZNITAHAJIUSTADI 33
  • 34. REGISTRATION OR REFUSAL TO TRANSFER THE PROCEDURE UNDER CA 2016: • SECTION 106(1): THE COMPANY SHALL REGISTER THE TRANSFER WITHIN 30 DAYS FROM THE RECEIPT OF THE INSTRUMENT OF TRANSFER, UNLESS THE FOLLOWING CONDITIONS ARE PRESENT: 1. THE CA 2016 OR COMPANY’S CONSTITUTION EXPRESSLY PERMITS THE DIRECTOR TO REFUSE OR DELAY THE REGISTRATION FOR SUCH REASONS STATED; 2. THE DIRECTORS HAVE PASSED A RESOLUTION TO REFUSE/DELAY THE REGISTRATION WITHIN 30 DAYS FROM THE RECEIPT OF THE INSTRUMENT TO TRANSFER; AND THE RESOLUTION HAS TO STATE THE REASONS FOR REFUSAL/DELAY 3. THE NOTICE IS SENT TO BOTH TRANSFEROR AND TRANSFEREE WITHIN 7 DAYS OF THE RESOLUTION AND WHERE THE COMPANY IS PUBLIC COMPANY, NOTICE OF RESOLUTION MUST INCLUDETHE REASONS FOR REJECTION/DELAY
  • 35. REGISTRATION PROCESS • SECTION 102, CA 2016 PROVIDES THAT THE COMPANY SECRETARY SHALL ENSURE THAT REGISTER OF MEMBERS TO BE PROPERLY KEPT AND MAINTAINED REGULARLY. • THEREFORE PARTICULARS OF TRANSFER OF SHARES MUST BE RECORDED IN THE ROM.THE COMPANY MUST REPLACE THE NAME OF THE TRANSFEROR WITH THE NAME OF THE TRANSFEREE AS THE OWNER OF THE SHARES TRANSFERRED.
  • 37. TRANSMISSION OF SHARES • THIS ARISES OUT OF OPERATION OF THE LAW AS A CONSEQUENCE OF AN EVENT SUCH AS DEMISE OF THE HOLDER OR AN ACT OF BANKRUPTCY OF THE OWNER. • IF THE DECEASED HAS LEFT A WILL, IT WILL BE UP TO THE EXECUTOR OF THE WILL TO OBTAIN A GRANT OF PROBATE FROM THE HIGH COURT, CONFIRMING THE APPOINTMENT OF THE EXECUTOR. THE EXECUTOR SHALL BE AUTHORIZED TO SIGN THE SHARE TRANSFER UNDER PRESCRIBED FORM TO EFFECT ANY TRANSFER AS MAY BE REQUIRED. • IF THE DECEASED DOES NOT HAVE A WILL, THE ESTATE WILL BE ADMINISTERED BY THE PERSON OR PERSONS WHO HAVE BEEN GRANTED LETTERS OF ADMINISTRATION BY THE HIGH COURT. SUCH A PERSON IS CALLED AN ADMINISTRATOR. COPY RIGHT YUSAZNITAHAJIUSTADI 37
  • 38. REQUIREMENTS/PROCEDURES OF TRANSMISSION OF SHARES COPY RIGHT YUSAZNITAHAJIUSTADI 38 Sec 109(1) • Where shares/debentures is transmitted to a person by operation of law, the person shall notify the company in writing that the person wishes to be registered as a shareholder or debenture holder of the company. Sec 109(7) • The person to whom shares/debenture transmitted by operation of law is recognized as having title to his interest in the securities shall be: -if deceased was a sole holder: the legal representative -if the deceased was a joint holder: the survivor Sec 109(2) • if the person decides not to register himself as holder of the securities, he shall testify his election by executing to the person a transfer of securities
  • 39. Sec 109(3) • Director have the same right to refuse /delay the registration of transfer of securities by that member as if his death of bankruptcy has not occured Sec 109(6) • The registered holder entitled to dividends , other advantages and rights in relation to meeting of company or voting Sec 109(4) • Any document by law sufficient evidence of probate of the will /letter of administration of the estate of the deceased person shall be accepted as sufficient evidence of the grant. Sec 109(5) Then, the company is required to register the person as a shareholder/debenture holder of the company within 60 days from receiving the notification COPY RIGHT YUSAZNITAHAJIUSTADI 39