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  • CHARTS Company Law CHAPTER 8

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    khomala rueban
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    The Articles of Association bind the company and its members by outlining their rights and responsibilities. They can be altered through a special resolution, except when the resolution is passed with malicious intent. Any provisions that limit powers granted by the Companies Act 2006 will be void. Directors can be dismissed through an ordinary resolution following the procedure in Section 169, and directors are only entitled to damages if wrongfully dismissed.

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    The Articles of Association bind the company and its members by outlining their rights and responsibilities. They can be altered through a special resolution, except when the resolution is passed with malicious intent. Any provisions that limit powers granted by the Companies Act 2006 will be void. Directors can be dismissed through an ordinary resolution following the procedure in Section 169, and directors are only entitled to damages if wrongfully dismissed.

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    14 views1 page

    CHARTS Company Law CHAPTER 8

    Uploaded by

    khomala rueban
    The Articles of Association bind the company and its members by outlining their rights and responsibilities. They can be altered through a special resolution, except when the resolution is passed with malicious intent. Any provisions that limit powers granted by the Companies Act 2006 will be void. Directors can be dismissed through an ordinary resolution following the procedure in Section 169, and directors are only entitled to damages if wrongfully dismissed.

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    Chapter 8 ArticleS of Association

    ArticleS of
    Association
    S33(1) CA 2006 - binds the company and its
    members (shareholders) inter se

    Binds insider rights-between the members of


    the company

    Outsider rights such as director or promoters


    are generally unenforceable

    Alteration of Article of Association


    By way of special resolution

    Exception- when a resolution is passed with


    S21 CA 2006
    mala fide intent
    - Any provision of Article of Association
    which impedes, fetters or limits such powers
    conferred by the Act shall be null and void

    - Bushell v Faith – weighted vote provision


    is valid and enforceable but will not be
    enforceable if acts as blocking mechanism

    Dismissal of Directors
    - S168 provides that a director can be dismissed via ordinary
    resolution

    - S169 states the procedure

    Swabey v Port Darwin- company shall not have powers to alter


    its Article of Association

    - Director is only entitled to damages in the event of wrongful


    dismissal

    15 www.bac.edu.my

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