Company Law

COMPANY FORMATION

1.      Who can become a director of a Private Limited Company/ Sdn Bhd?

• A person must be of age 18 years and above.
• A person must not be an Undischarged Bankrupt
• A person must not been convicted whether within or without Malaysia of any offence:-

(a) in connection with the promotion, formation or management of a corporation;      

(b) involving fraud or dishonesty punishable on conviction with imprisonment for three months 

     or more; or     

(c) under section 132, 132A or under section 303, within a period of five years preceding the

     date of this declaration.·         

• A person must not been imprisoned for any offence referred to the above offences within the period of five years preceding his appointment.
• At lease two directors who each has his principal or only place of residence within Malaysia

 2.      Can a foreigner become a director of a Private Limited Company/ Sdn Bhd?

• YES! A foreigner can become a director of any private limited company as long as he/she fulfill the requirement sets in No. 1 above

 3.      Who can become a company secretary of a Private Limited Company/ Sdn Bhd?

• A member of MIA (Malaysia Institute of Accountants)
• License Secretary of SSM (Suruhanjaya Syarikat Malaysia) ie. Registrar of Companies
• Member of MAICSA (Malaysian Institute of Chartered Secretaries and Administrators)
• Lawyer in Malaysia 

 4.   Factors to consider when forming a Company

• Is he/she is a qualified to act as Company Secretary? (Appointing a person who is not a qualified Company secretary may lead you toward endless troubles in the future. Qualified Company secretary must be a Chartered Accountant -MIA, Chartered Secretary, lawyer or License Secretary holder)
• Did he/she have an office or merely operate from home?
• Did he/she offer on time and good services? (Some firms takes weeks to prepare a resolution)
• Pricing, Secretary fee per month, unreasonable disbursements charges, advance secretary fee payment for new incorporation etc.
• Did he/she provide long term support and advice on company secretarial matters?
• Did he/she capable of providing sufficient information and advice on corporate matters?

 5.   How to know that a Person is member of MIA, MAICSA, Lawyer or License Secretary?

• Check to the relevant website.
• Check with the relevant authority. 

 6.   There are two simple steps to form a Sdn Bhd in Malaysia:

1. Name Search (doesn’t required signature from directors/ shareholder.) Will get the result in 1 working day
2. Submission of documents ( Required signature of all the directors and shareholders) will be ready in 3 working days

 7.   Information required for incorporation are as follows:

1. I/C or Passport Number
2. Full name as per I/C or passport
3. Residential address in Malaysia
4. Propose company name
5. Nature of the business of the company 
   
   

   Effect of Incorporation

   Once an association becomes incorporated, it acquires a new legal status – it becomes a legal entity in its own right, separate from the individual members. In general, it has the following characteristics:
   

   • the association becomes a body corporate with perpetual succession (that is, it may exist forever in its own right, even as the members of the association change);
   • the name of the association is the name stated on the certificate of incorporation and must end with the word 'Incorporated' or 'Inc'.  For example, Harmony Community Development Association Inc;
   • members or officers of the association are generally not liable to contribute towards the payment of debts or liabilities of the association;
   • all rights and liabilities that were held by members or officers in their personal capacity in relation to the running of the activity now become the rights and liabilities of, and against, the incorporated association.  (This, however, does not relieve any person from liabilities incurred by or on behalf of the association prior to incorporation); and
   • the association may sue or be sued in its own corporate name.

   
   

   Principles of Corporate Personality

   Corporate personality is the fact stated by the law that a company is recognized as a legal entity distinct from its members. A company with such personality is an independent legal existence separate from its shareholders, directors, officers and creators. This is famously known as the veil of incorporation.
   As a result of corporate personality, a company has perpetual succession. It simply means the company is everlasting and will continue to do business until it is properly wound up. As a separate legal person, a company will not be affected by changes such as death, transfer of shares or resignation of any members but will continue to exist despite the number of times the changes of membership occur. Even if all the members die, it will not influence the privileges, immunities, estates and possessions of a company.
   

   
   Proprietary interest is another principle of corporate personality. Proprietary interest refers to the ability of a company to own property like a land or building. A company as a body corporate has every right to acquire, hold and dispose of as well as transfer property in its own name. Since a company gain full ownership of property, any changes among individual membership would not affect the title), the property of a company is not the property of the shareholders; it is the property of the company. Each shareholder has no legal rights on the capital and assets.
   Debt is also the principle in corporate personality. A company being a legal person has an unlimited amount of debts. The company is fully responsible for the debts that will be incurred during the course of business. However, this principle does not apply to its members with a limited liability. In case the company is insolvent, members are not required to pay more than the initial amount invested on their shares or guarantee. Their liability is limited to the amount of shares they subscribe or any unpaid value on such shares.
    A company may sue or be sued in its own name. The company must take the initiative to sue the other party by using its own name or handle any possibilities of criminal complaint that might be filed against it. For instance, John as a director cannot take an action against one of his employee for money laundering.
   
   

   Classification of companies

   Company in Malaysia are classified according to;
   

   • liability or

   • private or public status

   1.  Liability

      • S 14(2) Company Act 1965 (CA)- a company may be:

         = a company limited by share

         = a company limited by guarantee

         = a company limited by share and guarantee

         = an unlimited (liability) company

        
        

   

   

   

   

   

   

   

   

   
   2. Private & Public Status
   
   
   
   

    

Law of Partnership

Law of Partnership

 

Partnerships are one of the more common modes of business operation in Malaysia. There are many partnerships in the country. Partnerships are formed to operate concerns varying from trading firms to professional firms (e.g. legal, accounting and medical practices). A basic knowledge of the law governing partnerships is important to bankers, accountants and the business community as a whole. The law of partnership is governed by the Partnership Act 1961 (Revised 1974).

Forming a Partnership

Here are the general steps you need to follow in order to form a partnership in compliance with applicable laws. Make sure to consult your state page for state-specific details.
1. Choose a business name for the partnership and check for availability.

• Please see our section on choosing and checking the availability of a name for your small business, as well as our section on the trademark law aspects of choosing a name.

2. Register the business name with local, state, and/or federal authorities.

• If you will be operating a partnership under a business name that is different from the partners' names, then you will need to register the name as a "fictitious" or "assumed" business name (sometimes also called a "trade name" or a "doing business as" filing). In most states, you do this at the local level by registering with the county clerk's office in the county where the business is located. In other states, you may have to register with the Secretary of State or another state agency in addition to registering at the local level. For more on the requirements of state law, see the State Law: Forming a Partnership section. Fees and procedures may vary from location to location, so you should contact your county clerk's office for specifics.

• Although you are not required to do so, you should consider registering your business name as a federal and/or state trademark.

3. Negotiate and execute a partnership agreement.

• This step is not legally required, but it is highly advisable that partners execute a formal agreement.

4. Obtain any required local licenses.

• As a business doing journalism, you are not required to obtain any federal or state licenses or permits relating to carrying on a particular trade. Most local or city governments, however, require every business to obtain a basic business license, sometimes called a tax registration certificate. You get this license from your city or county. The best way to get information about fees and procedures is to contact your county or city clerk's office or other local government authority. The local chamber of commerce and other small business owners might also be a good resource for information regarding local licenses and/or permits.

5. Determine what tax obligations the partnership has, and take care of any necessary registrations.

• Partnerships need to apply for an Employer Identification Number (EIN) from the IRS. There is no filing fee. You can apply for an EIN:
  • by submitting the required information online at the IRS's website. The EIN is issued immediately once the application information is validated;
  • by telephone at 1-800-829-4933 from 7:00 a.m. to 10:00 p.m. in your local time zone; or
  • by mailing or faxing Form SS-4, Application for Employer Identification Number. Instructions for Form SS-4 are available on the IRS website.

• If your partnership has an employee or employees (other than the partners), you likely will need to obtain a state employer identification number or account for tax purposes. You will also have to report any new hires as you make them..

• You should be aware that, as the owner of a small business, you may be subject to additional federal, state and local taxes and informational filing requirements, such as self-employment taxes and employment with holdings and filings.

• Although a partnership generally does not pay federal income tax at the entity level, it must file an information return, Form 1065, annually with the IRS. This return shows the partnership's income, deductions, and other required information, and must include the names and addresses of each partner, and each partner's distributive share of taxable income.

6. Open a bank account for your business.

• It is a good idea to keep your business's finances separate from your personal accounts. A good way to do this early on is by opening a bank account for your business. You will probably need a Tax ID number (EIN) and either a copy of the partnership agreement or your "fictitious" business name filing indicating the partners' names.

Relations between Partners to One Another

The relations between partners to one another are determined by their partnership agreement. The partnership agreement normally provides for the rights and duties of the partners, the conduct and management of the firm, the capital and their profit-sharing arrangement. The Partnership Act 1961 applies in the absence of provisions being made under the agreement. In Malaysia, it is common for there to be no written partnership agreement and provisions in the Partnership Act 1961 would therefore apply unless the partners have orally agreed on those provisions.
The interests and duties of partners in the absence of agreements to the contrary are provided for in section 26 of the Partnership Act 1961 which states as follows: Rules as to interests and duties of partners, subject to special agreement.
26. The interests of partners in the partnership property, and their rights and duties in relation to the partnership,” ‘shall be determined, subject to any agreement, express or implied, between the partners, by the following rules:
(a) All the partners are entitled to share equally in the capital and profits of the business, and must contribute equally towards the losses, whether of capital or otherwise, sustained by the firm;
(b) The firm must indemnify every partner in respect of payments made and personal liabilities incurred by him
(i) In the ordinary and proper conduct of the business of the firm; or (ii) in or about anything necessarily done for the preservation of the business or property of the Firm;

(c) a partner making, for the purposes of the partnership, any actual payment or advance beyond the amount of capital which he has agreed to subscribe, is entitled to interest at the rate of eight per cent per annum from the date of the payment or advance;
(d) A partner is not entitled, before the ascertainment of profits, to interest on the capital subscribed by him;
(e) Every partner may take part in the management of the partnership business;
f) No partner shall be entitled to remuneration for acting in the partnership business;
g) No person may be introduced as a partner without the consent of all existing partners; ti) any difference arising as to ordinary matters connected with the partnership business may be decided
by a majority of the partners, but no change may be made in the nature of the partnership business without the consent of all existing partners; and (i) the partnership books are to be kept at the place of business of the partnership (or the principal place, if there are more places than one) and every partner may, when he thinks fit,
The above rules apply in the absence of an agreement to the contrary. The priciple of utmost good faith between partners is implicit in every partnership agreement and is a prime requisite in relations between partners. This is because the relationship between partners is based on mutual trust and confidence

Partnership Property

Partnership property has been defined in section 22(1) of the Partnership Act 1961 as:
All property and rights and interests in property originally brought into the partnership stock or acquired, whether by purchase or otherwise on account of the firm or for the purposes and in the course of the partnership business,... and must beheld and applied by the partners exclusively for the purposes of the partnership and in accordance with the partnership agreement provided that the legal estate or interest in any land which belongs to the partnership shall devolve according to the nature and tenure thereof and the general rules of law applicable thereto but in trust, so far as necessary, for the persons beneficially interested in the land under this section. From the second limb of section 22(1), Partnership Act 1961, as stated above, it is clear that partnership property must be used and applied for the purposes of the firm and in strict accordance with the partnership agreement.

DISSOLUTION OF PARTNERSHIP

 

A partnership 'dies' when it is dissolved. Dissolution of partnership may happen in various circumstances and its consequences not only affect the partners themselves but third parties (e.g. financial institutions and merchants) dealing with them.

Ways in which a Partnership is dissolved:

A partnership may be terminated or dissolved in the following ways:
1- By agreement:
(a) if duration of the partnership has been specified in the partnership agreement, the partnership is terminated on the expiry of that period;
(b) if the partners mutually agree to dissolve the partnership.
2- By operation of law (unless otherwise agreed between the partners)
(a) if the partnership was entered into for a fixed term and the term expires— section 34(l)(a), Partnership Act 1961;
(b) if the partnership was entered into for a single adventure or undertaking, and that adventure or undertaking terminates—section 34(l)(b), Partnership Act 1961;
(c) if the partnership was entered into for an undefined time, by any partner giving notice to the other partner(s) of his intention to determine (or end) the partnership—section 34(l)(c), Partnership Act 1961.
3-By death or bankruptcy (unless otherwise agreed between the partners—section
35(1), Partnership Act 1961,
4- By charging on shares—section 35(2), Partnership Act 1961.
5- By supervening illegality—section 36, Partnership Act 1961.
6- By court order—section 37, Partnership Act 1961.
The full text of sections 34 to 37, Partnership Act 1961, which state the various ways in which partnerships can be dissolved, is as follows:

Dissolution by expiration or notice.

.34. (1) Subject to any agreement between the partners, a partnership is dissolved:
(a) If entered into for a fixed term, by the expiration of that term;
(b) If entered into for a single adventure or undertaking, by the termination of that adventure or undertaking; or
(c) if entered into for an undefined time, by any partner giving notice to the other or others of his intention to dissolve the partnership.
(2) In the last-mentioned case the partnership is dissolved as from the date mentioned in the notice as the date of dissolution, or if no date is so mentioned, as from the date of the communication of the notice.

Dissolution by bankruptcy, death or charge.

35. (1) Subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death or bankruptcy of any partner.
(2) A partnership may, at the option of the other partners, be dissolved if any partner suffers his share of the partnership property to be charged under this Act tor his separate debt.

Held: Allowing the plaintiffs' application:
1. Upon the true construction of section 35(1) of the Partnership Act 1961, the agreement made between the partners to the contrary must have been made before the death of any partner. An agreement made by the surviving partners after the death of a partner without the agreement of the deceased partner will not bind the deceased partner nor will it make the partnership a continuing partnership.
2. On the death of any partner, a partnership therefore stands dissolved un-less there is evidence that the partners had agreed otherwise. The onus is on the defendants to prove not only the existence of an agreement between the surviving partners but the existence of an agreement between all the partners including the deceased partner. (This is so because by the death of ' the partner it is no longer possible to adhere to the original contract, the essence of which must be that all parties to it must be alive.)

Dissolution by illegality of partnership.

36. A partnership is in every case dissolved by the happening of any event which makes it unlawful for the business of the firm to be carried on or for the members of the firm to carry it on in partnership.

Dissolution by the court,

37. On application by a partner, the court may decree dissolution of the partnership in any of the following cases:
(a) when a partner is found lunatic or is shown, to the satisfaction of the court, to be of permanently unsound mind, in either of which cases the application maybe made as well on behalf of that partner, by his committee, or next friend, or person having title to intervene as by any other partner;
(b) When a partner, other than the partner suing, becomes in any other way permanently incapable of performing his part of the partnership contract;
(c) when a partner, other than the partner suing, has been guilty of such conduct as, in the opinion of the court, regard being had to the nature of the business, is calculated to affect prejudicially the carrying on of the business;
(d) when a partner, other than the partner suing, wilfully or persistently commitss a breach of the partnership agreement or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable for the other partner or partners to carry on the business in partnership with him;
(e) When the business of the partnership can only be carried on at a loss; and
(f) Whenever in any case circumstances have arisen which, in the opinion of the court, render it just and equitable that the partnership be dissolved. In other words, a partnership may be dissolved, without the order of court, in the following ways:
1- By agreement 2- By operation of law 3 - By death or bankruptcy 4- By charging on shares
5- By supervening illegality
The court may order the dissolution of the partnership, on application by a partner, in any of the following cases:
1- Insanity of a partner: Section 37(a), Partnership Act 1961
2- Permanent incapacity of any partner to perform his duties: Section 37(b), Partnership Act 1961
3- Conduct calculated to pre-judicially affect the carrying on of the business: Section 37(c), Partnership Act 1961.
Notice of Dissolution
Unless notice of dissolution is given, all customers of the partnership are entitled to treat all the former members as continuing to be members. Section 39 of the Partnership Act 1961 states:
On the dissolution of a partnership or retirement of a partner, any partner may publicly notify the same, and may require the other partner or partners to concur tor that purpose in all necessary or proper acts, if any, which cannot be done without his or their concurrence. Notice may be given by an advertisement in a local press, gazette or by a circular letter. However, for old customers and clients of the partnership, an advertisement in a gazette alone is not sufficient notice.

Law of Agency

The Law of Agency

 

Law of Agency

The law of agency is governed by Part X of the Contracts Act 1950. An agent is defined as a person employed to do any act for another or represent another in dealings with third person. The person for whom such act is done, or who is so represented, is called the “principal”

In other words, agency is the relationship which subsists between the principal and the agent, who has been authorized to act for him or represent him in dealings with others

Thus in agency there are in effect two contracts:-

i. the first made between the principal and the agent from which the agent derives his authority to act for and on behalf of the principal; and
ii. the second, made between the principal and the third party through the work of the agent.

Section 136 CA - Any person who is eighteen years old and above and who is of sound mind may be a principal. As between the principal and third persons, any person may be come an agent, but persons of unsound mind and who are below 18 years of age are not liable towards their principal for acts done by them as agents.

Creation of Agency   

 Like any other contracts, a contract of agency can be expressed or implied for the circumstances and the conduct of the parties. In other words, the authority of an agent may be expressed (given by words spoken or written) or implied (inferred from things spoken or written or from the ordinary course of dealings). 

Agency in Relation to Banking

The law of agency is relevant to bankers because the relation between a banker and a customer is based on agency. Furthermore, bank employees are agents of the bank.

Termination of Agency

Section 154 – 163 of Contract Act 1950 deal with the manner which an agent may be terminated.  

Termination by the Act of Third Party

When both parties agree that the agency shall terminate, the agency is terminated. The principal may revoke the authority of the agent at any time before it has been exercised to bind the principal.

When the agency is for an indefinite period of time, the agent can terminate the agency by giving reasonable notice of termination to the principal - Section 159. 

Termination By Operation of Law 

 An agency may be revoked by operation of law in any of the following circumstances.:-

i. When the contract of agency has been performed
ii. Upon the expiry of the period fixed in the contract
iii. Death of the principal or agent
iv. When the principal or agent become insane
v. When the principal or agent become insolvent
vi. Upon the happening of a event which renders the agency unlawful.

Contract Law

  Contract Law

  In Malaysia, our contract law is basically governed and enforced by the Contract Act 1950. The remedy of specific performance presupposes the existence of a valid contract between the parties to the controversy. The terms of the contract must be definite and certain. This is significant because equity cannot be expected to enforce either an invalid contract or one that is so vague in its terms that equity cannot determine exactly what it must order each party to perform. It would be unjust for a court to compel the performance of a contract according to ambiguous terms interpreted by the court, since the court might erroneously order what the parties never intended or contemplated. Based on my understanding of the law of contract, as a general rule, performance of a contract must be exact and precise and should be accordance to with what the parties had promised. Section 38(1) of the Contracts Act 1950 provides that the parties to a contract must either perform or offer to perform their respective promises, unless such performance has been dispensed with by any law. In order to form a contract agreement that is enforceable by law, the following six elements must be fulfilled:

• Proposal or offer
• Acceptance
• Consideration
• Intention to create legal relations
• Capacity to contract
• Free consent
• Proposal or offer

An offer can be oral or written as long as it is not required to be written by law. It is the definite expression or an overt action which begins the contract. It is simply what is offered to another for the return of that person's promise to act. It cannot be ambiguous or unclear. It must be spelled out in terms that are specific and certain, such as the identity and nature of the object which is being offered and under what conditions and/ or terms it is offered.

Terms of contract

Contracts can be in writing, made orally, or created through the actings of the parties. For clarity, most commercial contracts are in writing to maintain a proper record of the agreement. Oral contracts create a greater potential for disputes on the terms with the parties having problems evidencing their position.

Contracts can be formed through a course of dealing between the parties. Again, the terms and conditions may not be clear. Common terms are likely to be incorporated in these contracts but if they are not written down there are still evidential problems.

It is common for contracts to be on a company's standard terms and conditions. Problems can arise when both parties purport to contract on their own standard terms and conditions. Qualified acceptance of an offer while imposing your own standard terms and conditions is seen as a counter offer. Obviously being unaware of which terms and conditions the parties are contracting does not provide the desired clarity or certainty of the contract.

There are different tactics for those parties who wish to contract on their own terms and conditions including incorporating the terms into as many pre-contractual documents as possible and ensuring that the terms appear on the last document between the parties before the delivery of goods.

 Capacity to contract 

The general presumption of the law is that all people have a capacity to contract. A person who is trying to avoid a contract would have to plead his or her lack of capacity to contract against the party who is trying to enforce the contract. Section 11 of the Contracts Act 1950 provides that “Every person is competent to contract, who is of the age of majority according to the law to which he is subject, and who is of sound mind, and is not disqualified from contracting by any law to which he is subject”. It means that the person who enters into the contract must have the full capacity in terms of age and mind. The age of majority in Malaysia is 18 years old.

Both Alex and Ngan were older than 18 years old when they enter into the contract. Section 12 (1) of the Contract Act 1950 provides that “A person is said to be of sound mind for the purpose of making a contract if, at the time when he makes it, he is capable of understanding it and of forming a rational judgment as to its effect upon his interests.” As a result, the agreement is valid.

 Free consent

A contract is not enforceable if its object is considered to be illegal or against public policy. In many jurisdictions contracts predicated upon lotteries, dog races, horse races, or other forms of gambling would be considered illegal contracts. When entering into agreement, the parties must be free consent to contract. The free consent as provided in Section 10(1) “All agreements are contracts if they are made by the free consent of parties competent to contract...” Under Section 14, consent must be free and not caused by

1. coercion, as defined in section 15;
2. undue influence, as defined in section 16;
3. fraud, as defined in section 17;
4. misrepresentation, as defined in section 18; or
5. mistake, subject to sections 21, 22 and 23.

Coercion is described in Section 15 of the Contracts Act 1950 as the “the committing, or threatening to commit any act forbidden by the Penal Code, or the unlawful detaining or threatening to detain, any property, to the prejudice of any person whatever, with the intention of causing any person to enter into an agreement”. Undue influence in Section 16 of Contract Act 1950 is said to exist when “the relations subsisting between the parties are such that one of the parties is in a position to dominate the will of the other and uses that position to obtain an unfair advantage over the other”. Section 17 of the Contracts Act 1950 explains that fraud refers to acts committed by a party to a contract with the intent to deceive the other contracting party. Misrepresentation would refer to untrue made by a representor and that induce the other to enter into a contract. Mistake under the Contract Act 1950 includes a mistake as to a matter of fact (by one or both parties) and mistake as to any law in force or not in force in Malaysia.

Illegal/Void Contract

A contract is illegal if it involves doing something that is a criminal act or a civil wrong, or against the public good. For example, it is an offences to sell a firearm to a person not licensed to hold one, so a contract to sell a firearm in these circumstances is illegal. A contract whose purpose is to get the party to it to break another legally enforce contract that the party has made already is also illegal. Moreover, a contract which otherwise would be legal is illegal if its subject matter is to be used for an unlawful purpose. So, if a firearm dealer were to agree to sell a firearm to a person licensed to hold a firearm knowing that the buyer intends to use it to kill someone, that contract would be illegal.

Courts will not enforce an illegal contract. Money paid or property transferred under an illegal contract cannot normally be recovered. There are exceptions however. For example, where a contract is made illegal by a passed for the protection of a class of people, a member of that class can get back money paid or property transferred by her or him under the contract. So a tenant would be able to recover money paid to a landlord which the landlord is prohibited by an Act to collect.

Breach of Contract 

A contract is breached (broken) when either one or both parties fails to perform as promised in the contract. A breach may occur when a party:

• refuses to perform its promises under the contract
  
• does something that the contract prohibits, or
• prevents the other party from performing its obligations under the contract.

Some contract breaches are more serious than others. The law distinguishes between material (or total) breaches and immaterial (trivial) breaches of contract.

Material Breach of Contract

A material breach of contract (sometimes referred to as a "total" breach), is serious and gives rise to a cause of action in court. A material breach goes to the very heart of the contract. It renders the contract "irreparably broken" and defeats the purpose for making it in the first place. For example, suppose your company agrees to pay a violinist $500 to play at a company-hosted event, but the violinist shows up at the party without his violin. The violinist has materially breached the contract to perform if he cannot play.

When there is a material breach of contract, the injured party can go to court and seek damages–a money payment adequate to cover economic losses resulting from the breach. A total breach of contact will also usually terminate the non-breaching party’s duty to perform any of the promises he or she made in the contract. For example, your company would have no legal duty to pay the violinist who couldn’t play as promised.

Immaterial Breach of Contract

An immaterial breach of contract is a trivial breach that does not render the contract irreparably broken or defeat its purpose. An immaterial breach does not terminate the contract. Example: A building owner enters into a service contract for a heating system that provides that the system will be inspected each month on Thursday. Contrary to the contract, the service person makes inspections on Mondays. This act is a technical breach of the contract, but it is immaterial, unless for some significant reason the inspections needed to be done on Thursday as opposed to any other day. Since this breach is immaterial, the contract can’t be terminated by the building owner. The two sides should work out an accommodation—the service person can agree to show up on Mondays, or the building owner accepts that the inspections will be done on Thursdays, perhaps in return for paying slightly less.

 Remedies

Remedies the means to achieve justice in any matter in which legal rights are involved. Remedies may be ordered by the court, granted by judgment after trial or hearing, by agreement (settlement) between the person claiming harm and the person he/she believes has caused it, and by the automatic operation of law. Some remedies require that certain acts be performed or prohibited (originally called "equity"); others involve payment of money to cover loss due to injury or breach of contract; and still others require a court's declaration of the rights of the parties and an order to honor them. An "extraordinary remedy" is a means employed by a judge to meet particular problems, such as appointment of a referee, master or receiver to investigate, report or take charge of property. A "provisional remedy" is a temporary solution to hold matters in status quo pending a final decision or an attempt to see if the remedy will work.

  

 

How To Start A Business In Malaysia

 Starting A Business In Malaysia

1.File necessary documents with the Companies Commission of Malaysia (SSM) one-stop shop Agency: Companies Commission of Malaysia Since May 16, 2013, it is mandatory to conduct company name search and reservation online via MyCoID portal http://ww1.ssm-mycoid.com.my/omni/omni/portal/mycoid

		*2. Company Secretary prepares the company incorporation documents Agency: Companies Commission of Malaysia

A company secretary is required to prepare the incorporation documents and provide a statutory declaration of compliance (Companies Act 1965).

		3. File necessary documents with the Companies Commission of Malaysia (CCM) one-stop shop and obtain company incorporation, tax registration, registration with the Employment Provident Fund (EPF), Social Security Organization and the Inland Revenue Board, as well as the post-incorporation package (company seal, share certificates and statutory books) Agency: Companies Commission of Malaysia File necessary documents with the Companies Commission of Malaysia (SSM) one-stop shop and obtain company incorporation, tax registration, registration with the Employment Provident Fund (EPF), Social Security Organization and the Inland Revenue Board, as well as the post-incorporation package (company seal, share certificates and statutory books). Promoters must pay the registration fee and file the following incorporation documents with the Companies Commission within 3 months of name reservation: - The memorandum and articles of association and the statutory declaration of compliance (Form 48A) (prepared by a lawyer or the company secretary). - The particulars of (a) two subscribers holding a minimum of one share of MYR 1 each and (b) At least two directors who have their principal or sole place of residence in Malaysia. - The original Form 13A and the approval from SSM about the name of the company have to be attached as well. - The address or location of the registered office. - The Declaration of Compliance (Form 6) - A copy of identity card of each director and company secretary After the submission of the incorporation papers, the SSM issues Form 9 (certificate of incorporation) upon lodging the relevant documents. The registration fee for the authorized share capital is charged the following scale and is payable to the Companies Commission: - For registration of a company whose nominal share capital does not exceed MYR 400,000: MYR 1,000.00 - For registration of a company whose nominal share capital exceeds MYR 400,000 but does not exceed MYR 500,000: MYR 3,000.00 - For registration of a company whose nominal share capital exceeds MYR 500,000 but does not exceed MYR 1 million: MYR 5,000.00 - For registration of a company whose nominal share capital exceeds MYR 1 million but does not exceed MYR 5 million: MYR 8,000.00 - For registration of a company whose nominal share capital exceeds MYR 5 million but does not exceed MYR 10 million: MYR 10,000.00 - For registration of a company whose nominal share capital exceeds MYR 10 million but does not exceed MYR 25 million: MYR 20,000.00 - For registration of a company whose nominal share capital exceeds MYR 25 million but does not exceed MYR 50 million: MYR 40,000.00 - For registration of a company whose nominal share capital exceeds MYR 50 million but does not exceed MYR 100 million: MYR 50,000.00 - For registration of a company whose nominal share capital exceeds MYR 100 million: MYR 70,000.00

Click the link above for more information.