The document discusses key concepts in corporate law, including the nature of companies as separate legal entities from their owners and managers. It notes that companies have perpetual succession, can own property, enter contracts and sue/be sued in their own right. This concept of separate legal personality means a company's obligations and liabilities are its own. The document also examines the concept of piercing the corporate veil, limited liability for shareholders, advantages and disadvantages of the corporate form, public vs private companies, and corporate groups.

1. CORPORATE LAW

2. COMPANY AS A FORM OF BUSINESS
ORGANISATION
• What is ‘company’?
• Why do we need business organisation?
• Name types of business organisations.
• Are all companies listed on Bursa Malaysia?

3. SEPARATE LEGAL PERSONALITY
• What is separate legal personality?
• The law treat a company as being a separate person from its
members and those who manage its operations.
• Company can incur and receive obligation.
• Company can hold property on its own name.
• Company can be a plaintiff or defendant in court proceeding

4. SEPARATE LEGAL PERSONALITY
• What are the consequences of treating the company as a separate legal
entity?
• A company’s obligations and liabilities are its own, and not those of its
participants.
• A company can sue and be sued on its own name.
• A company has perpetual succession.
• A company’s property is not property of its participants.
• A company can contract with its controlling participants

5. PIERCING THE CORPORATE VEIL
• What is corporate veil?
• What is meant by ‘lifting the corporate veil’ or ‘piercing the corporate veil’?
• When have the courts pierced the corporate veil?
• Where the corporate form is used to avoid an existing legal duty.
• Where the company is acting as the agent or partner of the controller.
• Where the laws or statutes expressly lift the corporate veil. (eg: s36, s304, s
67(5) of Companies Act. Also in Income Tax Act 1967.

6. LIMITED LIABILITY
• What is limited liability?
• A member of a company limited by share is usually not required to contribute amounts
from their personal wealth, beyond the subscription price of their shares, to meet the
debts of a company.
• Why?
• Encourage risk taking and entrepreneurial behaviour
• Decrease the need for shareholder to monitor the managers
• Provide incentive for managers to act efficiently

7. ADVANTAGES OF CORPORATE FORM
• Limited liability
• Perpetual succession
• Free transferability of interest
• Companies as large commercial enterprises
• Corporate law as a standard form contract between participants
• Company charges
• Taxation consideration

8. DISADVANTAGES OF CORPORATE
FORM
• Establishment and administration cost
• Publicity
• Public law obligation

9. PUBLIC AND PRIVATE COMPANIES
• PRIVATE COMPANY:
• Sdn Bhd
• Must have restriction to transfer its share
• Must not more than 50 shareholders
• Not allowed to be listed in share market – no public shareholders
• PUBLIC COMPANY:
• Bhd
• Purpose – to have public shareholders
• Subject to additional obligation such as to maintain register of substansial shareholder
(s 69L CA)

10. CORPORATE GROUP
• What are corporate groups? Why?
• Group relationship.
• A corporation is deemed to be related to another where the corporation:
• Is the holding company of the other corporation
• Is a subsidiary of the other corporation
• Is a subsidiary of the holding company of the other corporation
• Subsidiary if: (section 5)
• The holding company controls the composition of the subsidiary board
• Control more than one-half of the voting power
• Hold more than one-half of the issued capital

14. THANK YOU