Incorporation of Company
Concept of Incorporation
Effects of Incorporation
Lifting the veil of incorporation

Types of Companies & Formation of Companies
Classification according to liability of members
Public and private companies
Related companies
Procedure
Reservation of name
Documents to be filed
Memorandum and Articles of Association
Documents to be filed by promoters, first directors and company secretary
Fees
Significance of Certificate of Incorporation

Promoters and Pre-Incorporation Contract
Identifying a promoter
Duties of Promoters
Remedies for breach of duties
Definition of pre incorporation contract
Effects of pre-incorporation contract
Position of pre-incorporation contracts at common law and Malaysia

The Constitution of Company
Constitution
Contents of the Constitution
Alteration of Constitution
The legal and contractual effects of Constitution

Indoor Management Rule
The Rule of Agency
The Doctrine of Constructive Notice
The Rule in Turquand's case
Exception to the Rule in Turquand's case

Shares
Nature/Meaning of Shares
Main element and characteristic of shares
The share certificate and its effect
Classes of shares
Variation of class rights
Transfer of shares and restriction to transfer
Forged transfer

Share Capital and Its Maintenance
Meaning of share capital
Types of share capital
The necessity for maintenance of capital
Provisions to prevent/restrict the watering down of capital and waste of share capital
Prohibition on companies purchasing its own shares
Prohibition on the companies giving financial assistance to any person to enable him to purchase their shares
Prohibition on companies paying dividends out of profit
Prohibition on companies reducing their share capital

Directors
Definition
Appointment
Position of directors
Qualification and disqualification
Removal of directors
Loans to directors
Division of powers between board of directors and general meeting
Duties of Directors
Duty of skill, care and diligence
Fiduciary duties
Statutory duties
Protection of minority shareholder when directors breach their duties
The Rule in Foss v Harbottle

Company Borrowing – Debentures and Charges
Debentures
Distinction between debentures and shares
Company charges – Fixed and Floating charge
Crystallization of floating charges
Priority of debts
Registration of charges

Company Secretary, Auditors and Meetings
The Company Secretary
Appointment
Functions
Position
Liability
Indemnity
Auditors
Appointment
Remuneration
Qualification
Position
Rights
Duties
Resignation and removal
Meetings
Directors meeting
Committee meetings
General Meetings
Resolutions
Registration of resolution
Voting, proxies and polls

Cessation of Companies
Compulsory Winding up
Voluntary winding up
The liquidator
Disqualification of liquidator
Powers, duties and liabilities and liquidator

Q1 : What are the advantages of incorporating a company?
A1 : Once a company is incorporated, the company had a separate legal personality from that of its members and the company will continue in existence until it is removed from the register.

Q2 : Is there any requirement to incorporate a private company?
A2 : Only one member is required to enable a company to be incorporated.

Q3 : Who can be a company's director?
A3 : A natural person. He or she must be a minimum of 18 years and must not be a bankrupt and has been convicted or imprisoned.