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C8: Types of Companies (2) Co Limited by Guarantee (Liability limit by MOA…

- - - - Annual return include a certificate signed by a director, secretary and auditor to the effect that:
        
        co is exempt private company
        
        co has tabled before the s/h the audited accounts at the AGM
        
        co is able to meet its debts and liabilities when they fall due
      - Exempted from complying with the restrictions on loans to directors and persons connected to directors under section 133 and section 133A of the Act
      - Exempted from submit fin stat to CCM (but must prepared)
      - shares must not be owned directly or indirectly by a corporation
      - Not have more than 20 members
    - - Sect 128 of CA stipulates that a director can be removed by ordinary resolution.
      - Director must retire at the age of 70
      - Share - must issue a prospectus or statement in lieu of prospectus
      - Must hold a statutory meeting and lodge statutory reports with the CCM
      - Can only commence business after the issue of the certificate for commencement of business by the CCM
      - Berhad
    - - Rules regarding removal of directors are found in the Articles of Association
      - Director need not retire at the age of 70
      - Share - do not issue prospectus
      - Statutory meeting :red_cross:
      - Can commence business and exercise borrowing powers as soon as they incorporated
      - Sdn Bhd
    - - Publ may join elite club
      - Co security are listed in Bursa Securities Malaysia Berhad
- - - - H Co. controls the composition of the board of S Co.
      - H Co. controls > half of the voting power of S Co.
      - H Co. controls > half of the issued share capital of S Co.
      - S Co. is a subsidiary of any corporation which is also a subsidiary of H Co.
    - - H Co. owns all the shares in WS Co.
      - H Co. is not the owner of the assets of WS Co. unless there is an agreement to that effect
- - - - H Co stands as a guarantor
      - H Co has been participating in the carrying S Co biz with the intention to defraud creditors
      - H Co is the only member when S Co membership has remained below the statutory minimum for more than 6 months