MIAnew-QE
BUSINESS AND COMPANY LAW
OBJECTIVE
To provide a sound knowledge of the core elements of
Malaysian Business Law together with a thorough understanding of the
Malaysian Company Law and its regulations with their applications in
the management and administration of companies.
INTRODUCTION
The Syllabus
comprises 30% Business Law and 70% Company Law. The emphasis is on their
practical applications and the impact on the organizations for which the
professionals, especially the accountants, bear the responsibility and
accountability.
LEARNING OUTCOMES
Upon successfully completing the examination, candidates at the minimum
should be able to:
|
● |
acquire a sound
understanding of the legal aspects of the law affecting businesses. |
|
● |
explain the
principles of Malaysian Business Law and Company Law. |
|
● |
develop
reasoning abilities by applying the principles of law in the business
environment. |
SYLLABUS WEIGHTAGE
|
Syllabus Content
Area |
Weighting |
|
Business Law: |
|
|
Malaysian Legal
System |
5% |
|
Law of Contracts |
10% |
|
Sale of Goods |
5% |
|
Agency and
Partnership |
10% |
|
Company Law: |
|
|
Company Formation,
Constitution of Company |
15% |
|
Shares and other
forms of financing |
10% |
|
Auditors |
10% |
|
Duties,
Responsibilities and Accountability of Company Officer, Company Meetings and
Board Meetings |
20% |
|
Company
Transformation, Receivership and Winding-up |
15% |
|
Total |
100% |
EXAMINATION FORMAT
A 3-hour written paper consisting of two parts:
|
Section A |
2 Compulsory questions which
consists of: |
|
| |
Question 1. Business
Law |
20% |
| |
Question 2. Company
Law |
20% |
| |
|
|
|
Section B |
Choice of 3 out
of 4 questions from both sections of the syllabus (1 question from Business
Law and 3 questions from Company Law ) |
60% |
SYLLABUS CONTENT
|
NO |
CONTENT |
LEVEL OF
KNOWLEDGE |
|
A |
BUSINESS LAW |
|
|
1 |
|
The Malaysian
Legal System |
|
- |
What is ‘Law’ ? |
|
- |
The Federal
Constitution |
|
- |
The role of
Parliament |
|
- |
Classification
of Law |
|
|
|
● |
Public law |
|
● |
International law |
|
● |
Private law |
|
|
- |
Sources of
Malaysian Law |
|
|
|
● |
Written law |
|
● |
Unwritten law |
|
● |
Muslim law |
|
|
- |
The system of
courts and administration of justice |
|
B |
|
2 |
|
Law of Contracts |
|
- |
Essential
elements of contract |
|
- |
Terms of
Contract |
|
- |
Void/illegal
contracts/agreements |
|
- |
Factors
vitiating a contract |
|
- |
Discharge of
contract |
|
- |
Remedies for
breach of contract |
|
A |
|
3 |
|
Sale of Goods |
|
- |
Principles of
contract of sale of goods |
|
- |
Terms of the
contract |
|
- |
Transfer of
property |
|
- |
Transfer of
title |
|
- |
Performance of
the contract |
|
- |
Remedies |
|
A |
|
4 |
|
Agency and Partnership |
|
- |
Nature and
creation of agency |
|
- |
Rights and
duties of Agent and Principal |
|
- |
Termination of
agency |
|
- |
Nature of
partnership |
|
- |
Rights and
obligations of partners |
|
- |
Relationships of
partners with each other and with outside persons |
|
- |
Dissolution of
partnership |
|
A |
|
B |
COMPANY LAW |
|
|
1 |
|
Company Formation |
|
- |
Effect of
incorporation |
|
- |
Principles of
corporate personality |
|
- |
Classification
of companies |
|
- |
Procedures for
incorporation |
|
B |
|
2 |
|
Constitution of Company |
|
- |
Memorandum and
Articles of Association |
|
- |
Doctrine of
ultra-vires |
|
- |
Procedures and
effects of alterations |
|
- |
Duties and
responsibilities of promoters |
|
A |
|
3 |
|
Shares and other forms of Financing |
|
- |
Public issues of
shares and the Prospectus |
|
- |
Capital
maintenance |
|
- |
Purchase and
financing of own shares |
|
- |
Increase/reduction of capital |
|
- |
Definition and
types of dividends |
|
- |
Ultra Vires
dividend payments |
|
- |
Loans and
debentures |
|
A |
|
4 |
|
Auditors |
|
- |
Appointment
and Removal |
|
- |
Duties and
Responsibilities |
|
A |
|
5 |
Duties, Responsibilities and Accountability of Company Officers
(including Bursa Malaysia and Securities Commission Requirements for
PLCs) |
|
- |
Directors |
|
- |
Company
Secretary |
|
- |
Managers |
|
A |
|
6 |
|
Company Meetings and Board Meetings |
|
- |
General rules of
meetings |
|
- |
Types of company
meetings |
|
- |
Types of
resolutions and their significance |
|
- |
Minutes of
meetings and their significance |
|
- |
Board meetings
and the significance of decision-making |
|
A |
|
7 |
|
Company Transformation |
|
- |
Reconstruction
and scheme of arrangements |
|
- |
Protections
against winding-up |
|
- |
Mergers and
acquisition |
|
- |
Code on Take-Overs
and Mergers 1998 |
|
B |
|
8 |
|
Receivership and Winding-up |
|
- |
Factors leading
to receivership |
|
- |
Receivers and
managers |
|
- |
Qualification
and appointment of Receivers |
|
- |
Duties and
liabilities of Receivers/Managers |
|
- |
Types of
winding-up |
|
- |
Qualification,
appointment, duties and liabilities of liquidators |
|
- |
Transactions and
the process of winding-up |
|
B |
TEXTS AND REFERENCES
A.
BUSINESS LAW
Recommended Text(s)
1. Vohrah, Wu Min Aun: The Commercial Law of Malaysia, Longman.
2. Lee Mei Pheng: General Principles of Malaysian Law, Fajar Bakti
Sdn. Bhd.
Legislation and Regulations
1. Contracts Act 1950
2. Sale of Goods Act 1957
3. Partnership Act 1961
Additional References
1. Sihombing, Ramlah & Lokman: Business Law in Malaysia & Singapore,
CCH Publications.
2. Lee & Samen: Commercial Law in Malaysia, – Malaysian Law Journal
(MLJ)
3. Syed A.Alsagoff: Principles of the Law of Contract in Malaysia, –
MLJ.
4. J.Wong: Marketing and Commercial Law in Malaysia, – ILBS
B. COMPANY LAW
Recommended Text(s)
1. Aiman Sulaiman & Aishah Bidin: Company Law in Malaysia –
Commercial Applications,CCH.
2. Woon, WCM: Malaysian Company Law, FT Law & Tax Asia Pacific.
3. K.Arjunan & Low Chee Keong : Lipton & Herzberg: Understanding
Company Law in Malaysia, LBC.
Legislation and Regulations
1. Companies Act 1965 and Companies Regulations 1966.
2. Bursa Malaysia Listing Requirements.
3. Securities Commission Policy and Guidelines on Issue/Offer of
Securities.
4. Malaysian Code of Corporate Governance
5. Securities Commission Act 1993
Additional References
1. Gower, LCP: Principles of Modern Company Law,Stevens.
2. K. Arjunan: Company Law in Malaysia-Cases and Commentary. MLJ.
3. Woon & Hicks: The Companies Act of Malaysia-An Annotation,
Butterworths Asia.
4. Pascoe, Rachagan & Doshi: Principles of Company Law in Malaysia,
MLJ.
* Candidates are to refer to the latest edition of texts and
materials
|
Note :
Legislation :-
Questions involving knowledge of legislation will be based on Malaysian
legislation and candidates are expected to have knowledge of any current
changes in legislation. However, no questions on new legislation will be
set until at least six (6) months have elapsed since the last day of the
month in which Royal Assent was given to the new legislation.
|
|
