UCL3612 Company Law I Tri 1, 2020/2021

Topic 3: Incorporation of Companies

Tutorial

1. Tanti, Titi and Roti intend to set up a private limited company. Advise them on
the whole process of incorporation of the company, particularly on the
following matters:

(a) name;
(b) incorporation documents; and
(c) post-registration requirements.

2. Briefly explain the term ‘veil of incorporation”.

With reference to decided cases, identify and elaborate the effects of
incorporation. Discuss also how the veil of incorporation may be lifted.

3. Diamond and her partner, Platinum, intend to be directors of Golden Triangle

Sdn. Bhd., a new company. They have been advised that the company to be
incorporated will be a separate legal personality and they will not be liable,
either as shareholders or officers for the company’s debts.
What is the meaning of separate legal personality? To what extent is this
advice correct?

4. Read the following cases for discussion on the concept of separate entity:

(a) Salomon v Salomon & Co. Ltd [1897] AC 22

(b) Jones v Lipman [1962] 1 WLR 832; [1962] 1 All ER 442
(c) Hotel Jaya Puri Bhd v NUHBRW [1980] 1 MLJ 109
(d) Adams v Cape Industries Plc [1990] Ch 433

TES/CK