business law

 company legislation Essay

Faculty of Business and Management

BBUS2103

Company Regulation

January 2013

Companies Act 1965

Section 181: Member's Remedy

Brand: Mohd Afiq bin Sahar

NRIC Simply no: 871226-43-5677

Matric No: 871226435677001

Pages

1 . Introduction…………………………………………………………………………. a few 2 . Sort of oppressive, ignore of members' interest and unfairly nefasta or unfairly discriminatory conduct………………………………………5 Diversion of corporate resources or opportunity………………………………... 5 Curve of profits. …………………………………………………………. six Directors failing to act in the interest of the company………………………. 7 Shares issued intended for improper purposes……………………………………….... 7 Simply no dividend or inadequate dividend given…………………………………... almost eight 3. The Circumstances Consideration……………………………………………………9 Infrequent financial transaction………………………………………………... 9 Breach of contracts to repay the loan……………………………………... 10 Inaccessibility for the accounts………………………………………………. 14 Removal of petitioner as director……………………………………………11 Failure to declare and pay dividends………………………………………... 13 4. Recommendation on Section 181 – Member's Remedy……………………………. 14 your five. Conclusions…………………………………………………………………………. 18 6. List of cases…………………………………………………………………………. seventeen 7. References…………………………………………………………………………... 18 Advantages

The law has developed various remedies where the vast majority act improperly or oppressively in order to shield the hobbies of the organization and its affiliate. The common legislation remedies depending on the guideline in Foss v Harbottle and its exceptions are complex and place substantial difficulties after members who also complain of unjust treatment particularly if this involves removes of directors' duties. Whom may obtain a remedy?

Under s 181(1) an application to get an buy may be of:

A debenture holder of a company.

A member of the firm, even if the oppression action pertains to an work or proposed act that is against the member in a capability other than as a member as long as the oppressive execute also affects him in the capacity as a member or another member in their ability as a member. The Minister.

Applicants under t 181 should be members or perhaps debenture cases of the particular company and the conduct which they make a complaint must impact them within their capacity while members or debenture owners. The right to apply for remedy reaches a legal personal representative of a member and to a person who a share in the company has been sent by will or operation of regulation. Generally, an individual who applies beneath s 181 appears on a company's sign-up of members at the time of the issuance of the order, writ, directive,subpoena. However , there may be cases in which the applicant of the general regulation would be unfair and unjust. In such cases, the courts possess allowed a credit card applicatoin despite the fact that the applicant may not be a registered member. Not necessarily only a minority shareholder who may well seek pain relief under s i9000 181, although also the greater part shareholders in circumstances where they are not able for any purpose to put in their is going to at a general meeting with their company. The pertinent concern is to determine whether an applicant alleging oppression under s 181 has control over you can actually affairs. All those in control of the business cannot sure allege to acquire been oppressed. In the case of:

Niord Pty Limited v Adelaide Petroleum NL

A purchaser of stocks and shares in organization had not been registered as a member at the moment when the proceedings were implemented. The Aussie court kept that an fair interest while an unregistered transferee is insufficient and accordingly does not confer the essential standing after the customer to make an application under s 181. Owen Sim Liang Khui v Piasau Jaya Sdn Bhd & Anor

The Court docket of Charm held which the category of folks within a organization who may well present a petition underneath s 181 of the Work would, in general, only contain those who come within t 16(6). This may mean that a petitioner whom applies within the section should be able to demonstrate that his / her name shows up on a company's register of...

References: Committee on Business Law Change, (2010), Survey of the Panel on Firm Law Variation (Command 6659). Retrieved from http://www.takeovers.gov.au/content/Resources/other_resources/Cohen_Committee.aspx

KPT, (n. d), Law of Malaysia; Companies Act 1965, Retrived by http://jpt.mohe.gov.my/RUJUKAN/akta/akta%20syarikat.pdf

Pamela Hanrahan, (2012), Commercial Applications of Company Regulation 2012 (13th Edition), CCH, Malaysia

Wikipedia, (2013), Legal Remedy, Retrieved from http://en.wikipedia.org/wiki/Legal_remedy

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