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.