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COMPANY (Companies Act 2016) - Coggle Diagram
COMPANY (Companies Act 2016)
S.9 CA 2016:
1 or more members
1 or more shares
1 or more directors
has legal personal & separate from member
continues to exist until removed from Register
can sue and be sued
owns/develops/holds or dispose land
enter transactions
PRIVATE vs. PUBLIC
S.2(1)-
private
co means a co under S.42
not more than 50 shareholders
shall restrict transfer of its shares
members less than 20 (natural person and not companies S.2(1))
What if more than 50 shareholders & not restrict transfer share?
S.42(2): co ceased to be private and cannot use "Sdn"
S.2(1)-
public
co opens to public
more than 50 members
can transfer its shares to public
can invite public to deposit money
limited by shares/ guarantee
dont use "Sdn"
Public limited by shares
the member has either fully paid up capital or otherwise:
if already fully paid up: no liability when co wound-up
if not: member will be called to pay the unpaid portion
the amount required from him tak boleh lebih dari amount unpaid
Public limited by guarantee
no share capital
they are non profit, non trading
source funding: by subscribers/annual fee/collection from activity
no distribution profits
S.435(2)(c) members only liable for amount they promise to contribute
S.45: co limited by guarantee (no shares)
art
charity
religious
science/research/education
Unlimited co
S.111(3): co formed on principle of having no limit placed on liability of its members
can be private/public
unlimited co is rare
RELATED COMPANIES
HOLDING AND SUBSIDIARY COMPANY
S.4: S is subsidiary of H if:
H
controls the composition
of BOD (can appoint or remove directors) S.4(1)(a)(i)
H controls
more than 50% of voting power
S.4(1)(a)(ii)
H holds
more than 50% of issued capital
S.4(1)(a)(iii)
S is subs of of any co which is subs of H S.4(1)(b)
ULTIMATE HOLDING COMPANY
S.5: UH co of another co where:
S is a subs of UH
UH is not a subs of another co
WHOLLY-OWNED SUBS
S.6: if it has no members except that co