MaxineKhoo

Removing a director is one of the most contentious steps a company can take. Done correctly, it is a shareholders’ decision that the Companies Act 2016 fully supports. Done incorrectly, it produces an invalid resolution, a director who is still lawfully in office, and in many cases an oppression petition under section 346. This guide

Directors in Malaysia are fond of saying that the company is a separate legal entity and that its debts are its own. That is true, until a director breaches the duties the Companies Act 2016 imposes. At that point the protection of the corporate veil falls away and the director’s personal assets are exposed. This

Many people sit on company boards in Malaysia without a clear picture of what the law actually makes them. Some hold the title but do nothing. Some hold no title but run the company. Some are appointed to represent an investor. Under the Companies Act 2016, all of them can be directors in the eyes

Under section 465(1)(h) of the Companies Act 2016, the court may wind up a company where it is of the opinion that it is just and equitable to do so. The ground is deliberately open-textured, and is most often invoked in solvent companies where the relationship between the participants has irretrievably broken down: deadlock between

The Companies Act 2016 arms members with enforceable rights: members holding at least 10% of paid-up capital (or a lower percentage if the constitution provides) may requisition the directors to convene a meeting under section 311, and may themselves convene one if the board defaults. Members also have rights to notice, to appoint proxies, to

Where a company is wronged by its own directors but the wrongdoers control the board, sections 347 to 350 of the Companies Act 2016 allow a ‘complainant’ — including a member or former member — to apply for leave of the court to bring proceedings in the name and on behalf of the company. Leave