COMPANIES VOLUNTARY WINDING-UP HANDBOOK - COMPANY MEETINGS AND RESOLUTIONS - THE ANNOTATED MALAYSIAN COMPANIES ACT 2016, SECOND EDITION

COMPANIES VOLUNTARY WINDING-UP HANDBOOK - COMPANY MEETINGS AND RESOLUTIONS - THE ANNOTATED MALAYSIAN COMPANIES ACT 2016, SECOND EDITION

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COMPANIES VOLUNTARY WINDING-UP HANDBOOK

Author Cheah Foo Seong & Lee Siew Kim
“Being an artificially created legal entity, even though it is dormant a company will continue to exist if no action is taken to dissolve the company. This book is useful to readers who wish to learn more of the law, practice and procedure involved in a winding-up of a company.”

From the Foreword by Nor Azimah Abdul Aziz,
Chief Executive Officer,
Companies Commission of Malaysia
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KEY FEATURES
Written in simple English language for easy understanding of the legal provisions governing voluntary winding-up.
Written by authors with vast company law and corporate secretarial experience.
Systematic and well-structured organisation of content supported by relevant statutory and case authorities.
Useful flow-charts, forms, notices and sample documents.
Important forms of the Companies Commission of Malaysia are reproduced for easy reference.
This handbook covers various aspects of voluntary winding-up, i.e members' and creditors' voluntary winding-up. It discusses the law concerning voluntary winding-up and related practices, with the text supported by relevant flow-charts, forms, notices and sample minutes of Board of Directors meeting and notification of resolutions. The diverse matters covered in the book include:

Procedures of voluntary winding-up;
Effects of passing a resolution by members to wind up a company;
Grounds for voluntary winding-up of a company;
Declaration of solvency;
Roles and responsibilites of liquidators;
Practical issues affecting liquidators;
Striking off name of company; and
Consequences of winding-up to a company and limited liability partnership (LLP).
The principal audience of this handbook are accountants, company secretaries and professionals who are involved in voluntary winding-up work. It will also be a valuable guide to legal practitioners who are new and may have limited experience in this area, to carry out the work more smoothly from start to end. For the more experienced practitioner, this will be a handy work companion. This handbook will also be beneficial to students who are pursuing their further studies in the Business, Accounting and Corporate Administration fields.

CONTENTS OUTLINE
Chapter 1 - Introduction
Chapter 2 - Members’ Voluntary Winding-Up
Chapter 3 - Declaration of Solvency
Chapter 4 - Liquidator and Responsibilities
Chapter 5 - Creditors’ Voluntary Winding-Up
Chapter 6 - Miscellaneous Matters of a Liquidator
Chapter 7 - Leave of Court
Chapter 8 - Issued Affecting or Faced by Liquidator
Chapter 9 - Striking Off Name of a Company
Chapter 10 - Limited Liability Partnerships Dissolution and Strike Off

COMPANY MEETINGS AND RESOLUTIONS

KEY FEATURES:

  • Fully updated to include the provisions of the Companies Act 2016, touching upon a variety of matters arising from various types of company meetings.
  • Written by authors with vast company law and corporate secretarial experience.
  • Systematic and well-structured organisation of content supported by relevant statutory and case authorities.
  • Important rulings of the Companies Commission of Malaysia are reproduced for easy reference.
  • Contains appendices in the form of selected guidelines and samples of written resolutions, members' meeting resolutions, notice of meetings, polling forms, forms for the appointment of proxies and corporate representatives, and minutes.

Company Meetings and Resolutions is written in clear and simple language to provide an easy understanding of the law and practice of company meetings for all stakeholders involved in organizing and running company meetings. It deals with the relevant Malaysian Companies Act 2017 (Act 777) provisions and provides authoritative guidance on a variety of matters arising from company meetings, including:

  • Types of company meetings;
  • Meaning of minutes and resolutions;
  • Procedures involved in convening board and members' meetings;
  • Difference between actual meeting resolutions and written resolutions;
  • Difference between proxies and corporate representatives
  • Annual general meetings of public companies;
  • Class meetings;
  • Convening of technology-based meetings; and
  • Duties of a chairperson in meetings.

The book provides a legal and practical understanding of various company meetings such as directors' meetings, members' meetings, committee meetings and other meetings relating to creditors meeting in receiverships, schemes of arrangement, judicial management and liquidation which are essential for the proper functioning of a corporation.

THE ANNOTATED MALAYSIAN COMPANIES ACT 2016, SECOND EDITION

The Annotated Malaysian Companies Act 2016 provides invaluable section-by-section annotations to the Companies Act 2016, throwing light on the application and interpretation of the provisions of the Act.

It is written by a select team of experienced practitioners and academicians with extensive knowledge of company and corporate law in Malaysia. The full text of the Act accompanies the high-quality annotations which are insightful, practical and authoritative, enabling a confident understanding of the workings of the Act.

Highlights of the second edition:

coming into force of Division 8 Part III on corporate rescue mechanism and the Rules relating to voluntary arrangement and judicial management;
operation of section 241 on the requirement of company secretaries to register with the Registrar;
changes made by the Companies (Amendment) Act 2019 (Act A1065) which aimed at enhancing internal procedures of companies for more organised and effective governance such as execution of documents, redemption of preference shares, power of company to alter its capital, remuneration of auditors, as well as powers of receivers and managers on liquidation;
reintroduction of the court's power to order security for costs against a company acting as plaintiff in any action or other proceedings under the new section 580A of the Act;
discussion of new court judgments including Seacera Group Bhd v Dato' Tan Wei Lian & 6 Ors [2019] 4 AMR 491, which considered important legal issues on notice of general meeting of a public company; and Mohamed Zahid Yon bin Mohamed Fuad v Jason Jonathan Lo & Ors [2020] 1 AMR 744, where the court clarified the interpretation of the new members' written resolution in the Act;
references to the latest Guidelines issued by the Companies Commission of Malaysia;
consideration of new subsidiary legislation made under the Act within the commentary
KEY FEATURES:

Section-by-section commentary to the Act written in simple and straightforward style
Commentary supported by copious citation of case authorities
Update on the Companies (Amendment) Act 2019 (Act A1065)
All defined terms are identified with direct cross-reference to the provision where each definition is found
Clear page guides to assist the user to locate a specific section or Part of the Act quickly and efficiently
Supplemented by detailed index for easy access to the annotations

General Editor: Cheah Foo Seong and a team of expert contributors