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Shares - Coggle Diagram

- - - - Follow procedure stated
    - - Written consent representing at least 75% of the shareholders in the class
        
        Special resolution passed in class meetings
  - - - Application must be made within 30 days
- - - - Raise funds
    - - Approval required
        (Ordinary resolution)
        
        Public co
        
        Give directors authority (blanket approval) at AGM by passing ordinary resolution
        
        Simple majority (>50%)
        
        14 days' notice
        
        Private co
        
        Give directors authority (12 months approval) by passing ordinary resolution
        
        Allot shares w/o authority
        
        Shares issued will be void
        
        Investors can recover money paid
        
        Director who authorized the shares need compensate both co & investor for any damages/loss
        
        Proceedings should be made within 3 years from date of shares issued
      - Approval not required
        
        Allotment of rights issue
        
        New shares offered to existing shareholders (first) in proportion to their existing holdings at a price lower than market price
        
        Issue of bonus share
        (Capitalisation issue)
        
        New shares to existing shareholders in proportion to their present shares (s/h no need to pay)
        
        Issued using co's undistributed profits
        
        Allotment of shares to promoter
        
        Shares issued as consideration
        
        Members should have been notified abt it at least 14 days before issuance date
    - - Co need to submit to ROC within 12 days from allotment date
      - Statement of capital
        
        Number & amount of shares comprised in the allotment
        
        Amount paid, deemed to paid, due, or payable on the allotment of shares
        
        Class of shares allotted
        
        Full name & address of each allottee & no. of shares allotted to him
        
        Exemption: Public co which shares have been allocated to more than 500 ppl
    - - If constitution doesn't provides
        
        When co issues shares which rank equally to existing shares (in terms of voting/distribution rights), those shares shall be offered to existing shareholders first
        
        every new issue of shares is a rights issue
    - - Register of members is a prima facie evidence that the legal title to the share is vested in that person
      - Company is not required to issue share certificate, unless:
        
        Shareholder applies for a certificate
        
        Constitution provides
        
        Shares certificate should be issued within 60 days after receipt of application
  - - - Transferor completes TRANSFER FORM
        
        Executed TRF FORM is handed over to transferee in return for payment of shares
        
        Transferee completes their portion of TRF FORM
        
        Transferee present the TRF FORM for stamping at Stamping office (RM0.30 / every RM100 purchase consideration payable)
        
        After stamping, TRF FORM is presented to co together with transfer fee with a request for it to be registered
        
        COSEC will present the transfer at BOD meetings, which resolution will be passed for it to registered
        
        After approval, COSEC will update the Register of Members within 30 days (from date of receiving the stamped instrument of transfer)
        
        ROC must be informed of the changes
    - - Co should enter transferee name in the Register of Members within 30 days from the date of receiving the stamped instrument of transfer
        
        Unless
        
        Company constitution permits the directors to refuse/ delay the registration for reasons stated therein
        
        Reasons: Shareholder fail to pay the co an amount due in respect of those shares
        
        Directors passes resolution to refuse/ delay the reg of trf within 30 days (provided the resolutions states the reasons)
        
        Notice of resolution (For public co, need to give reasons) should be sent out to transferor & transferee within 7 days from date of resolution passed
- - - - Amount equal to the amount of shares redeemed should be trf into the share capital from the profit
    - - ALL directors need make SOLVENCY STATEMENT
        
        SolvencyTest
        
        Co has no ground on which it's unable to pay its debt
        
        Co able to pay debts due within 12 months
        
        Assets is more than liability
        
        Signed by ALL director, supported by a declaration, stating they've made inquiry into the affairs of the company
      - Lodge copy of solvency statement to ROC
- - - - Paid after preference shareholders
        
        rate isn't fixed
    - - No restriction in voting rights
    - - Receive surplus capital after payments to preference shareholders
- - - - Dividend
        
        First priority to payment
        
        Fixed rate
        
        Cumulative or non-cumulative
      - Voting rights
        
        Vote on special circumstances
      - Return of capital
        (Liquidation)
        
        Priority over ordinary shareholder (If constitution provides)
        
        Cannot enjoy surplus (will only be paid what is due)