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C4: Meetings - Coggle Diagram
C4: Meetings
Annual General Meeting
CA 1965: every co need to hold members' general meeting at least once a year
S.340(1) AGM is compulsory for public co because:
- laying audited financial statement
- elect directors to replace those retiring
- appoint & fix fee of directors
- resolution
Should private co convene AGM?
- optional & resolutions can be passed through circulation without AGM (SS.297-308)
EXCEPTION (AGM is compulsory in these situations:
- S.218(1)(a) director wants to use co's property
- S,228(1) director/ outsider that wants to purchase asset of co
- S.276 removal of an auditor
When can be held?
- S.340(3) first AGM must be held within 18 months its incorporation
S.340(2) subsequent AGM shall be held:
- S.340(2)(a) not later than 6 months from end of financial year
- S.340(2)(b) not later than 15 months after last preceding AGM
Kalau tak buat AGM ikut masa ditetapkan?
- S.340(4) co may apply to ROC for extension
- S.340(5) court may, on application of members, order a general meeting
- S.314 application by director, member or personal representative of member can apply to court
kalau masih fail?
- S.340(6)- co & every officer will be fined not exceed RM20,000
Who may call for AGM?
- for private co: S.316(1) shall give at least 14 days notice
- for public co: S.316(2)(a) shall give at least 21 days notice
MEETINGS?
- A gathering of two or more.
- Court in Sharp v Dawes (1876): meeting means coming together of more than one person
- CA 2016: S.9, a co shall have one or more members. The sole member can be an artificial person or natural person.
One member meeting?
- S.344- if a co has only one member, the member can either pass a written resolution or provide the co of his decision
- S.332(2) if an artificial person (a H co that owns 100% shares in wholly-owned S) it shall be represented by corporate representative.
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Power to convene meeting
2)Members
- S.310(b): any member hold 10% share may require director to convene meeting
- limited by guarantee: member with 5% guarantee may require director
- S.311: company may assist members with preparation of meeting
3) Court
- kalau director or member nak buat meeting tapi yg lain taknak?
- court boleh order for a meeting to be called under S.314 if application comes from director/member/personal representative
Case: Re El Sombero (1958)
- ada 3 shareholders in the company, where A & B each held 5% of issued capital, balance 90%, held by C.
- A & B tak sependapat dengan C, kemudin tak datang meeting - C had to apply to court to call for a meeting for one person
- Court held: court allowed C's application & one person is sufficient to constitute a quorum
Case: Phuar Kong Seng v Lim Hua (2005)
- ada 2 shareholders: plaintiff held 51% of shared and defendant 49%. dorang je SH and quorum requirement for a meeting was two
- defendant set up another business to compete with co
- plaintiff attempted to hold AGM but failed sebab defendant taknak datang
- Held: court allowed meeting to proceed even with one member by virtue of S.150 CA 1965 (bersamaan S.314 CA 2016)
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