1. ADM609: JUNE 2012.
Part A:
1. List down the differences between a partnership and a private company limited by
shares.
Items Partnership Firms Company limited by shares.
Legal status No legal status An artificial legal status
Formation
 By written or oral agreement
 Registration under Registrar of
Business under RBA 1956 –
Filing Form A
 Incorporation under CA 1956
by lodging the various
prescribed statutory forms and
MOA & AOA
Registration Fee Cheap ( From 30 & RM 55) Costly at least RM1,250
Owner Min: 2 Max: 20
Private: Min: 2 Max:50
Public: Min 2 Max: unlimited
Capital Contributed by partners
By allotting shared to the
shareholders
Liabilities of
owner.
Unlimited liabilities on the owner
Limited to the amount of shares
subscribe by the shareholders
Ownership of
the properties
Jointly owned by the partners Owned by the company.
Succession
Life span depends on the partners.
The partnership must enter into a
new partnership agreement when
the partners – passed away @
bankrupt @ withdraws @ insane.
Perpetual succession unless the
company is liquidated. Existence
is not affected by the happenings
to the shareholders.

2. 2. State EIGHT (8) examples of statutory registers to be kept and maintained by a
company.
2.1. Register of members ( Section 158 CA 1965)
2.2. Registers of the directors, managers and secretaries. ( Section 141 CA 1965)
2.3. The register of option holders ( Section 68A(1) CA 1965)
2.4. Register of debenture holder ( Section 70 CA 1965)
2.5. Register of directors’ shareholdings, debentures and interests. (Section 134 CA
1965)
2.6. Registers of charges ( Section 115 CA 1965)
2.7. The books of account. ( Section 167 CA 1965)
2.8. The register of substantial shareholders (Section 691 CA 1965)
3. Briefly explain the composition of the Board of Directors of a listed company.
3.1. At least 2 or 1/3 of the board whichever is higher must be independent non-
executive directors.
3.2. Director must:
3.2.1. Be a member of the Malaysian Institute of Accountant
3.2.2. At least 3 years’ experience of work and must
3.2.2.1. Have passed the examination specified in Part 1 of the Schedule of
the Accountants Act 1967; or
3.2.2.2. Be a member of one of the association of accountants specified in
Part II of the 1st
Schedule of the Accountants Act 1967; or
3.2.3. Fulfills the following qualifications
3.2.3.1. Degree/master/doctorate in accounting or finance and at least 3 years
post qualification experience in accounting or finance
3.2.3.2. At least 7 years’ experience being a chief financial officer of a
corporation or having the function of being primarily responsible for the
management of the financial affairs of a corporation.

3. 4. Explain briefly FOUR (4) requisites of a valid notice of general meeting.
4.1. Notice must contain
4.1.1. Name of company
4.1.2. Date/day/time of the meeting
4.1.3. Place of the meeting
4.1.4. The business to be held on the meeting (agenda)
4.1.5. The notice date
4.1.6. The signature of the company secretary
5. Define 'class meeting' and briefly explain the conduct of such meeting.
5.1. Class meeting: meetings of the holders of a class of shares of the company which
issues different classes of shares
5.2. Why conduct class meeting?
5.2.1. Held in connection with situation concerning several of rights and
privileges attached to the class of shares.
5.2.2. The rights attach to a class of shares may relate to income (dividend),
capital in a reorganization, winding up or to voting rights.
5.2.3. Detail of such rights is discussed in the meeting.
6. Explain briefly FOUR (4) circumstances requiring a resolution with special notice.
6.1. Removal of auditor from office ( Section 172(4))
6.2. Removal of director from office before the expiration of his term of office
(Section 128(2))
6.3. Appointment of a person as director in place of a director is removed
6.4. Removal of liquidator in a members’ voluntary winding up (Section 258(3))
7. Define special business of a general meeting and state THREE (3) examples of item
of special business.

4. 7.1. Business transacted at the EGM or AGM except consideration of the accounts,
declaration of dividend, election of the directors and appointment and fixing
remuneration of the auditors.
7.2. 3 examples of special business items:
7.2.1. Alteration of AOA @ MOA
7.2.2. Appointment of alternate director
7.2.3. Increase the share capital
8. Explain the provision regarding the conduct of shareholders' meeting under section
145A of the Companies Act 1965. Give an illustration.
8.1. Section 145A stated that A company shall hold all meeting of its members within
Malaysia and may hold a meeting of its members within Malaysia at more than
one venue using any technology that allows all members a reasonable
opportunity to participate.
8.2. Meeting of the members should be conducted within Malaysia and the meeting
could be held at the various venue by using any technology that allows all
members to participate
8.3. Illustration: An AGM of XYZ Sdn. Bhd. is held at Melaka on 12th
January 20xx.
Mr. Kamal who couldn’t attend the meeting tend to use Skype as a medium of
communication to participate himself in the meeting.
9. Define 'nominee director' and explain his/her position as provided under section
132(1E) of Companies Act 1965.
9.1. Definition
9.1.1. Nominee directors are a director that appointed to represent the interests of
a particular shareholders or creditors.
9.2. Section 132 (1E): a director who was appointed by virtue of his position as an
employee of a company or who was appointed by or as a representative of a
shareholder, employer or debenture holder, shall act in the best interest of the

5. company and his duty to his nominator, he shall not subordinate his duty to act in
the best interest of the company to his duty to his nominator.
9.3. The nominee director should act in the best interest of the company and his duty
to his nominator
9.4. Not to delegate his duty to any person to act the best interest of the company to
his duty or to his nominator.
10.Explain the common seal of a company and the rules for the use of common seal.
10.1. Common seal: every company must have a common seal ( Section 16 (5))
10.2. The company number and name of the company in legible Romanized latters
shall appear on the seal. (Section 121(1)(a))
10.3. Rules:
10.3.1.Seal is affixed shall be signed by director @ company secretary @ 2nd
director @ some other persons appointed by the director for the purpose.
10.3.2.Shall be done in manner as prescribed by the articles
10.3.3.If the company transacts business abroad and having 1 or more seal for use
in any place outside Malaysia, the seal shall be facsimile with the addition on
its face of the name of the place where it is to be used.
10.3.4.Duplicate common seal: facsimile with the addition on its face of the words
“Share Seal” for the purpose of affixing the seal onto the share certificates.
*Section 101.
10.3.5.A company may by writing under its common seal empower any person as
its agent or attorney to execute deeds on behalf of the company.