COMPANY LAW – TO COMPEL COMPANY TO DELIVER DOCUMENT UP TO SHAREHOLDER AND DIRECTOR

A and B are directors and shareholders of the company. One day, A was surprised to learn from a Companies Commission of Malaysia (“CCM”) search that he has resigned as director and ceased as shareholder. A cannot get a CCM e-system copies of the documents of his supposed resignation and transfer of shares. He had requested B for the original copies. B refused to give the documents.

Q: What can A do?

A: A can file an action under Section 351 of the Companies Act 2016 (“CA 2016”) against B for the documents. This is because there is a breach of Sections 591 and 593 which requires company and officer of the company to furnish true and accurate statement. Making false and misleading statements about A’s resignation and share transfer is an offence.

Q: Can B argue that the documents are supposed to be with CCM and not with him to defeat the action?

A: No. A has to show to the court that those documents are not in CCM e-system. This can easily be done via a screenshot of CCM e-system. If that is done, A is deemed not having other avenue to obtain the documents other than asking from B or the company. Injunction under Section 351 CA 2016 would be justified in the circumstances.

Recent Post

JUDICIAL REVIEW – PROCEDURAL FAIRNESS AND LOCUS STANDI

This excerpt illuminates the foundational principles of judicial review as outlined in Order 53 of the Rules of Court 2012. It highlights the criteria for challenging public decisions on grounds of illegality, irrationality, or procedural impropriety. Central to the discussion is the question of timing in judicial review applications, particularly in cases of procedural unfairness. The practical scenario underscores the significance of a “decision” by the relevant authority as a prerequisite for locus standi, drawing insights from the case of Hisham bin Halim v Maya bt Ahmad Fuad & Ors [2023] 12 MLJ 714.

Read More »

CONTRACT LAW – CONTRACTUAL INTERPRETATION REMEDIES UNVEILED: DECIPHERING CONTRACTUAL CLAUSES AND LEGAL BALANCE

This legal updates explore the principles governing the interpretation of agreements, emphasizing the importance of clarity and unambiguity in contractual terms. It delves into a key issue involving restrictions on remedies for breach of contract, shedding light on the court’s commitment to upholding plain meanings. The illustrative scenario involving shareholders X and Y dissects a pertinent clause, showcasing the delicate balance between restricting remedies and ensuring fairness in legal proceedings.

Read More »

TIME’S UP: NAVIGATING THE 12-YEAR LIMITATION

In the intricate dance of land security and loan agreements, the ticking clock of the limitation period cannot be ignored. This excerpt delves into the critical understanding of how the 12-year limitation period, as prescribed by the Limitation Act 1953, plays a pivotal role in the enforcement of property charges in Malaysia. It elucidates the start time of this countdown and its legal implications, providing a comprehensive guide for both lenders and borrowers in navigating these time-sensitive waters.

Read More »

OVERVIEW OF TORRENS SYSTEMS IN MALAYSIA

Malaysia’s land law and transactions are guided by the Torrens System, which ensures that the land registry accurately reflects all vital details about the land’s registered owner. As per Section 89 of the National Land Code 1965, Malaysia’s land law and transactions are guided by the Torrens System, which ensures that the land registry accurately reflects all vital details about the land’s registered owner. As per Section 89 of the National Land Code.

Read More »

FAMILY LAW – ANNULMENT OF MARRIAGE

The annulment of marriage in Malaysia is regulated under the Law Reform (Marriage & Divorce) Act 1976. A distinction is made between a void marriage, which is deemed invalid from the time of solemnisation, and a voidable marriage, which remains valid from solemnisation until annulled by the court.

Read More »
en_USEnglish
× How can I help you?