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C3: Members of Co - Coggle Diagram
C3: Members of Co
Constitution
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Contents of a constitution:
- type of co
- capacity, rights, powers and privileges
- no. of members
- matters as stated in CA 2016
S.2: member of co limited by shares, guarantee & unlimited co whose name is entered in ROM
How to apply registration? S.14(3)(e):
- name, identification, nationality, ordinary place of residence.
- if body corporate: name, place of incorporation, registration number & registered office
Who is prohibited to be member?
- S.123(1): a co cannot be its own member
- S.22(1) a subs cannot be a member of its holding (but H can be member of S)
- any allotment or transfer of shares in H to S shall be void
- H cannot enter name of S in ROM
What if S already hold share in a co, later the co becomes H?
- S.22(5) S has to dispose its shares in H within 12 months
- before disposal, S cannot vote at meeting
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Is SH a member?
Case: Ming Yueh Holdings Sdn Bhd v Kong Ming Bank Bhd (1990)
- "even a person owns shares does not make him a member, it is possible to purchase shares without being registered as member
- therefore, one who holds share is shareholder
- when SH register under ROM, he is officially a member
- a co can incorporated with only one member which is artificial/ natural person
- private co: max 50 (S.42)
- exempt private co: max 20 (S.20)
- public co: unlimited
- S.55(1) ROM and Index shall be open for inspection by member w/o charge & to other people for each inspection RM10 or lesser
- S.55(2): person may request co to furnish him with copy but only names, addresses, no. of shares held & amount paid on shares