KIRTANA NOOKARAJU

3202036111

TEST 15%

COURSE : COMPANY LAW

COURSE CODE : PLD 3123
CLO : CLO 2 - Provide understanding on the process of incorporation and
concept of company constitution together with its legal effect)
LECTURER : MS FARAH ADIBAH BINTI ZULKIFLI

STUDENT NAME : KIRTANA NOOKARAJU

MATRIC NO : 3202036111
DATE & TIME : 17/6/2022 (11.00 PM – 1.00 AM)

INSTRUCTIONS

1. Answer the question as stated below. There are 2 issues in the question. Discuss all the issues in
the question
2. Your answer must be submitted in pdf/word form by 10.00 PM on 17/6/2022
3. Late submission will not be entertained (unless you have a valid reason)

QUESTION

Ms. Rose owns a small sole-proprietorship business known as “Rose De Parfum”. She operates the
business from home. Recently her business is expanding and she would like to convert her business
into a company called Rose De Parfum Sdn Bhd. Advise Ms. Rose on the procedure to incorporate a
company in Malaysia.

Rose De Parfum Sdn Bhd have 2 shareholders and 2 directors; Ms Rose and her husband Mr Jack. One
day, both of them went on a cruise. The ship was involved in an accident, causing it to sink and killed
everybody onboard. Both Ms Rose and her husband perished in the tragedy, leaving their 2-year old
daughter Kate who was left with Ms Rose’s mother.

1
KIRTANA NOOKARAJU
3202036111

Ms Rose’s mother approached you, seeking your advice on the status of the company as both its
shareholders and directors are dead. She also asks about what she can do to ensure her late daughter’s
company continue to exist. Advise Ms Rose’s mother by referring to the provisions in Companies Act
2016 and/or decided court cases.
(15 marks)

Question
1. In this issue, Ms. Rose wants to convert her small business into a company, so for the procedure
to incorporate a company in Malaysia, Ms. Rose has to do in incorporation of companies under CA
2016 may be made by individuals who intend to form a company. So, for that, the basic requirement
for private company is at least one director who ordinarily resides in Malaysia by having a principal
place of residence in Malaysia and one promoter. Next, is under S.14 CA 2016 laid down all the
incorporation information that needs to be completed in incorporating a company, not only that, a
person who desire to form a company shall apply for incorporation from the ROC. That company shall
not be formed for any unlawful purpose (S.14(2) CA 2016). The application can do in the super form
which have six sections have to do and that is particulars of application, clarification, application
details, information to agency and declaration section. Last, after several procedure done successful,
they will get certificate of incorporation.

2. This issue is about Mrs. Rose and her husband has been passed away in an accident of the ship
so her mother wants her late daughter company to run so for that her mother has to do ‘Perpetual
Succession’ its refers to the continued existence of a company, the perpetual existence of the company
contributes to the company’s stability as well as longevity, under S. 20 CA 2016 provides that any
company incorporated under CA 2016 will continue its existence as a body corporate until it is
removed from the register. Death of all company’s member or the management will not affect the
existence of the company. Furthermore, there have a same case according to this issue and that is ‘Re
Neol Tedman Holdings Pvt Ltd’ and the court held that the company will still be in existence even
though the only shareholders and directors died. The court allowed the personal representative to
appoint new directors and transfer the shares to the beneficiary so from this Mrs. Rose’s mother can
appoint her granddaughter as the new director of the Rose De Parfum Sdn Bhd company.