Company Law

626 cases · November 2017 to July 2026

Overview

Company Law appears in 626 reported Malaysia judgments (2017–2026).

In this practice area

Company Law brings together the disputes that arise from the internal affairs of companies and their winding up. The judgments concern the rights of shareholders and directors, the conduct of a company's affairs, the powers and liabilities of liquidators, and the consequences of insolvency for the parties who deal with a company.

Minority protection is a recurring theme. Judgments examine oppression petitions and the scope of the remedy — historically under section 181 of the Companies Act 1965 and now under the equivalent provisions of the Companies Act 2016 — and ask whether a complaint must be confined to the affairs of the company and whether a breach of a shareholders' agreement can ground such a petition. Directors' duties form a second strand, including fiduciary obligations, the validity of share issues under provisions such as section 132D, and personal liability for fraudulent trading under section 540 of the Companies Act 2016 where an intent to defraud creditors is shown.

Winding up and its machinery run throughout the collection. The cases address the powers and liabilities of liquidators, whether one of two joint liquidators may act alone, the effect of a winding up on a claim that has been decided on liability but not yet on quantum, and the doctrine of separate corporate personality together with the circumstances in which the veil may be lifted. Judicial review of decisions affecting a company, including the adequacy of an Order 53 statement, also appears where the corporate context requires it.

The cases sit predominantly in the High Court, which exercises the companies jurisdiction, with appeals to the Court of Appeal and the Federal Court on questions of principle. As a set they map how the Malaysian courts balance the interests of shareholders, directors, the company and its creditors, and how the framework of the Companies Act 2016 is applied in practice.

Case Volume by Year

3
17
4
18
1
19
1
20
4
21
3
22
20
23
70
24
326
25
194
26
2017–2026

Key Issues & Sub-Topics

Application for leave to commence meeting of scheme of creditors — Application to set aside order granting leave — Application to set aside dismissed by HCJ — Whether HCJ had erred in dismissing the Setting-Aside Application — Whether Leave Application constituted an abuse of process on ground that it was not made bona fide — Whether HCJ should have considered facts before him at the Settling-Aside Application — Companies Act 2016 section 366(1) 5 Application to sanction proposed scheme of arrangement — Sanction granted — Appeal against decision of HCJ in sanctioning scheme of creditors — Whether HCJ had considered purpose and conduct surrounding the Scheme of Arrangement — Companies Act 2016 section 366(4) 5 Fortuna injunction — Application to restrain presentation of winding-up petition — Quia timet relief — Section 466 Companies Act 2016 — Statutory demand — Unpaid judgment debt — Sessions Court judgment affirmed on appeal — Final and enforceable judgment — Whether winding-up petition an abuse of process — Principles governing Fortuna injunction– Bona fide dispute test — Whether judgment debt can constitute disputed debt — Court will not go behind regular judgment — Payment by cheque — Conditional payment — Dishonoured cheque — Revival of underlying debt — Bills of Exchange Act 1949 s 47 — Statutory threshold for winding-up petition — Allocation of payments by creditor — Validity of statutory notice — Indemnity costs agreed and paid — Estoppel — No genuine dispute on substantial grounds — Winding-up as legitimate enforcement mechanism — Application for injunction dismissed — Costs on indemnity basis. 3 Charge — Registration of charge — Register of charges — Public notice function of register — Integrity of register — Description of property charged — Floating charge — Statement of particulars to be lodged with charge — Amendment of registered particulars — Rectification of register — Rectification of misstatement — Scope of court’s power of rectification — Whether rectification confined to accidental omission or misstatement — Whether court may permit substantive alteration of registered security — Distinction between rectification and variation of charge — Retrospective enlargement of charged assets — Whether permissible under statutory scheme — Whether amendment altering asset description amounts to re-writing of security — Requirement of strict proof of mistake — Absence of underlying debenture or charging instrument — Evidential insufficiency — Bare assertion of clerical error — Whether sufficient to invoke s 361 — Burden on applicant to demonstrate true misstatement — Companies Act 2016 — ss 352, 357, 359, 361, 362 — Statutory interpretation — Text, context and purpose — Interaction between registration, variation and rectification provisions — Protection of creditors and shareholders — Whether amendment prejudicial in nature — Potential impact on priority and third-party reliance — No need to prove actual prejudice — Nature-based prejudice sufficient — Administrative position of Registrar — Registrar indicating no objection — Whether binding on court — Registrar’s role administrative not adjudicative — Court’s independent duty to scrutinise application — Practice Note No. 6/2019 — Rectification procedures — Non-application to charges — Charges subject to strict statutory regime — Whether administrative rectification principles applicable 2 Winding up — Liquidation — Post-winding up proceedings — Application for substitution of liquidator — Official Receiver (Pegawai Penerima Malaysia) — Private liquidator — Supervisory jurisdiction of court — Leave under s 471 Companies Act 2016 — Discretion of court — Interests of general body of creditors — Creditor objections — Whether objections determinative — Weight to be given to creditor views — Whether sufficient grounds established — Improvement in administration of liquidation — Specialised assets — Efficiency of realisation — Handover of assets and records — Transitional directions — Preservation of assets — Remuneration of outgoing liquidator — Entitlement to fees — Assessment under Companies (Winding-Up) Rules 1972 — No order as to costs — Application allowed. 2 Winding up — Liquidator — Remuneration — Sections 479 and 487 Companies Act 2016 — Basis of remuneration — Percentage basis and time cost basis — Whether liquidator entitled to charge fees to third parties — Exercise of liquidator’s discretion — Whether fees reasonable — Application to approve remuneration — Whether court ought to interfere — Whether remuneration excessive 2 Director — Statements made in personal proceedings — Attribution to company — Separate legal personality. Practice and Procedure — Admissions — Pleadings — Previous proceedings — Effect of dismissed originating summons. 1 Winding up — Fortuna injunction — Restraining presentation of winding-up petition — Judgment debt — Default judgment — Appeal pending — No stay of execution — Whether debt bona fide disputed — Whether petition bound to fail — Irreparable harm — Statutory demand under s 466(1)(a) Companies Act 2016 — Application dismissed. 1 Register of charges — Rectification — Application under ss 352 and 361 Companies Act 2016 — Omission of registered title particulars from statement of particulars lodged with Registrar — Whether omission constituted omission of a “particular” within s 361. 1 Register of charges — Rectification — Inadvertent omission — Property description in registered charge — Postal address stated but registered leasehold title omitted — Whether omission accidental or due to inadvertence. 1 Register of charges — Rectification — Property affected by charge — Meaning of “particular” — Whether registered title forms part of description of property required to be disclosed in prescribed statement. 1 Register of charges — Rectification — Conclusive certificate of registration — Section 357(3) Companies Act 2016 — Whether conclusiveness of certificate precludes rectification of descriptive particulars under s 361. 1 Register of charges — Rectification — Distinction between validity of registration and accuracy of descriptive particulars — Whether rectification affects priority, validity or effectiveness of registered charge. 1 Register of charges — Rectification — No prejudice to creditors or shareholders — Amendment merely clarifying identity of charged property — Whether rectification enhances accuracy of register without altering substantive rights. 1 Registrar of Companies — Non-objection to rectification — Whether consent or non-objection of Registrar sufficient to justify rectification — Court’s independent duty to satisfy statutory requirements. 1 Register of charges — Judicial discretion — Grounds for rectification under s 361 Companies Act 2016 — Accidental omission — Absence of prejudice — Just and equitable relief — Disjunctive nature of statutory grounds. 1 Charges — Deed of Assignment of Rental Proceeds — Registration of company charges — Description of charged property — Registered titles omitted from statement lodged with Registrar. 1 Winding up — Fortuna injunction — Restraint against presentation of winding-up petition — Statutory notice of demand issued pursuant to ss 465(1)(e) and 466(1)(a) Companies Act 2016 — Whether debt bona fide disputed on substantial grounds — Whether proposed petition constituted abuse of process — Whether interim restraint ought to be granted pending inter partes hearing. 1 Winding up — Statutory demand — Debt founded on loan agreement bearing interest of 2.5% per month and subsequently 2% per month — Borrower alleging transaction constituted unlicensed moneylending arrangement — Whether legality of underlying transaction gave rise to substantial and genuine dispute as to indebtedness. 1 Winding up — Fortuna principle — Debt disputed on bona fide and substantial grounds — Whether winding-up jurisdiction could be invoked as debt collection mechanism — Abuse of process. 1 + 104 more

Application for leave to commence meeting of scheme of creditors — Application to set aside order granting leave — Application to set aside dismissed by HCJ — Whether HCJ had erred in dismissing the Setting-Aside Application — Whether Leave Application constituted an abuse of process on ground that it was not made bona fide — Whether HCJ should have considered facts before him at the Settling-Aside Application — Companies Act 2016 section 366(1) 5 cases

Fortuna injunction — Application to restrain presentation of winding-up petition — Quia timet relief — Section 466 Companies Act 2016 — Statutory demand — Unpaid judgment debt — Sessions Court judgment affirmed on appeal — Final and enforceable judgment — Whether winding-up petition an abuse of process — Principles governing Fortuna injunction– Bona fide dispute test — Whether judgment debt can constitute disputed debt — Court will not go behind regular judgment — Payment by cheque — Conditional payment — Dishonoured cheque — Revival of underlying debt — Bills of Exchange Act 1949 s 47 — Statutory threshold for winding-up petition — Allocation of payments by creditor — Validity of statutory notice — Indemnity costs agreed and paid — Estoppel — No genuine dispute on substantial grounds — Winding-up as legitimate enforcement mechanism — Application for injunction dismissed — Costs on indemnity basis. 3 cases

Charge — Registration of charge — Register of charges — Public notice function of register — Integrity of register — Description of property charged — Floating charge — Statement of particulars to be lodged with charge — Amendment of registered particulars — Rectification of register — Rectification of misstatement — Scope of court’s power of rectification — Whether rectification confined to accidental omission or misstatement — Whether court may permit substantive alteration of registered security — Distinction between rectification and variation of charge — Retrospective enlargement of charged assets — Whether permissible under statutory scheme — Whether amendment altering asset description amounts to re-writing of security — Requirement of strict proof of mistake — Absence of underlying debenture or charging instrument — Evidential insufficiency — Bare assertion of clerical error — Whether sufficient to invoke s 361 — Burden on applicant to demonstrate true misstatement — Companies Act 2016 — ss 352, 357, 359, 361, 362 — Statutory interpretation — Text, context and purpose — Interaction between registration, variation and rectification provisions — Protection of creditors and shareholders — Whether amendment prejudicial in nature — Potential impact on priority and third-party reliance — No need to prove actual prejudice — Nature-based prejudice sufficient — Administrative position of Registrar — Registrar indicating no objection — Whether binding on court — Registrar’s role administrative not adjudicative — Court’s independent duty to scrutinise application — Practice Note No. 6/2019 — Rectification procedures — Non-application to charges — Charges subject to strict statutory regime — Whether administrative rectification principles applicable 2 cases

Winding up — Liquidation — Post-winding up proceedings — Application for substitution of liquidator — Official Receiver (Pegawai Penerima Malaysia) — Private liquidator — Supervisory jurisdiction of court — Leave under s 471 Companies Act 2016 — Discretion of court — Interests of general body of creditors — Creditor objections — Whether objections determinative — Weight to be given to creditor views — Whether sufficient grounds established — Improvement in administration of liquidation — Specialised assets — Efficiency of realisation — Handover of assets and records — Transitional directions — Preservation of assets — Remuneration of outgoing liquidator — Entitlement to fees — Assessment under Companies (Winding-Up) Rules 1972 — No order as to costs — Application allowed. 2 cases

Winding up — Liquidator — Remuneration — Sections 479 and 487 Companies Act 2016 — Basis of remuneration — Percentage basis and time cost basis — Whether liquidator entitled to charge fees to third parties — Exercise of liquidator’s discretion — Whether fees reasonable — Application to approve remuneration — Whether court ought to interfere — Whether remuneration excessive 2 cases

Winding up — Fortuna injunction — Restraining presentation of winding-up petition — Judgment debt — Default judgment — Appeal pending — No stay of execution — Whether debt bona fide disputed — Whether petition bound to fail — Irreparable harm — Statutory demand under s 466(1)(a) Companies Act 2016 — Application dismissed. 1 case

Register of charges — Rectification — Application under ss 352 and 361 Companies Act 2016 — Omission of registered title particulars from statement of particulars lodged with Registrar — Whether omission constituted omission of a “particular” within s 361. 1 case

Register of charges — Rectification — Inadvertent omission — Property description in registered charge — Postal address stated but registered leasehold title omitted — Whether omission accidental or due to inadvertence. 1 case

Register of charges — Rectification — Property affected by charge — Meaning of “particular” — Whether registered title forms part of description of property required to be disclosed in prescribed statement. 1 case

Register of charges — Rectification — Conclusive certificate of registration — Section 357(3) Companies Act 2016 — Whether conclusiveness of certificate precludes rectification of descriptive particulars under s 361. 1 case

Register of charges — Rectification — Distinction between validity of registration and accuracy of descriptive particulars — Whether rectification affects priority, validity or effectiveness of registered charge. 1 case

Register of charges — Rectification — No prejudice to creditors or shareholders — Amendment merely clarifying identity of charged property — Whether rectification enhances accuracy of register without altering substantive rights. 1 case

Register of charges — Judicial discretion — Grounds for rectification under s 361 Companies Act 2016 — Accidental omission — Absence of prejudice — Just and equitable relief — Disjunctive nature of statutory grounds. 1 case

Charges — Deed of Assignment of Rental Proceeds — Registration of company charges — Description of charged property — Registered titles omitted from statement lodged with Registrar. 1 case

Winding up — Fortuna injunction — Restraint against presentation of winding-up petition — Statutory notice of demand issued pursuant to ss 465(1)(e) and 466(1)(a) Companies Act 2016 — Whether debt bona fide disputed on substantial grounds — Whether proposed petition constituted abuse of process — Whether interim restraint ought to be granted pending inter partes hearing. 1 case

Winding up — Statutory demand — Debt founded on loan agreement bearing interest of 2.5% per month and subsequently 2% per month — Borrower alleging transaction constituted unlicensed moneylending arrangement — Whether legality of underlying transaction gave rise to substantial and genuine dispute as to indebtedness. 1 case

Winding up — Fortuna principle — Debt disputed on bona fide and substantial grounds — Whether winding-up jurisdiction could be invoked as debt collection mechanism — Abuse of process. 1 case

Service of process — Service on company — Registered office — Service by registered post — Presumption of service — Returned postal articles — Companies Act 2016, s 464 — Interpretation Acts 1948 and 1967, s 12. 1 case

Winding up — Liquidators — Interim liquidators — Leave to commence compulsory winding-up proceedings — Principles governing grant of leave under s 451(2) Companies Act 2016. 1 case

Corporate groups — Separate entities — Whether common management and shared resources sufficient to impose liability on holding company — Application of Salomon principle — Whether evidence disclosed façade or alter ego arrangement 1 case

Scheme of arrangement — Effect of sanctioned scheme — Whether scheme company’s release under scheme of arrangement discharged separate contractual liability of non-party tenant — Whether proceedings against non-party constituted collateral attack on scheme — Companies Act 2016, s 366 1 case

Charges — Registration of charges — Misstatement in statement of particulars lodged with Registrar — Incorrect date of creation of charge entered — Whether incorrect date constituted “mis-statement of any particular” within meaning of Companies Act 2016, s 361(1) — Companies Act 2016, ss 352, 353 & 361 1 case

Charges — Rectification of register — Application to rectify registered particulars of charge — Whether misstatement due to inadvertence — Whether wrong date inserted by reference to stamp duty date rather than execution date — Companies Act 2016, s 361(1)(a) 1 case

Charges — Rectification — Whether rectification prejudicial to creditors or shareholders — Whether amendment merely corrected date of creation without altering substance, amount or identity of chargee — Companies Act 2016, s 361(1)(a) 1 case

Charges — Rectification — Just and equitable relief — Whether court should exercise remedial jurisdiction to correct bona fide clerical error in public register — Companies Act 2016, s 361(1)(b) 1 case

Key Statutes

cited in 327 cases
Rules of Court 2012
cited in 122 cases
cited in 63 cases
Companies Act
cited in 34 cases
cited in 29 cases
cited in 24 cases
cited in 21 cases
cited in 21 cases
cited in 12 cases
cited in 12 cases
cited in 11 cases
cited in 9 cases
Singapore Companies Act
cited in 9 cases
Federal Constitution
cited in 8 cases
Civil Law Act 1956
cited in 8 cases

Court Distribution

Key People & Firms

How many Company Law cases are reported in Malaysia courts?

626 reported Malaysia judgments (2017–2026) involve Company Law.

What does the Company Law area cover?

It covers the internal affairs of companies and their winding up: shareholder and director rights, oppression petitions, directors' duties, share issues, liquidators' powers, and the treatment of corporate personality. The Companies Act 2016 and its predecessor the Companies Act 1965 provide the statutory framework.

How do the courts approach minority shareholder complaints?

The judgments examine oppression petitions and their scope, asking whether the complaint is confined to the affairs of the company and whether a breach of a shareholders' agreement can support such a petition. They draw on the section 181 jurisprudence under the Companies Act 1965 and the corresponding provisions of the Companies Act 2016.

When can directors be personally liable?

The collection includes claims for breach of fiduciary duty and personal liability for fraudulent trading under section 540 of the Companies Act 2016, which requires an intent to defraud creditors. It also considers the validity of impugned share issues and the limited circumstances in which the separate legal personality of a company may be set aside.

Cases

Page 8 of 26
wa-28pw-772-12-2024
1. ) KHAIRIL AZAR BIN BADUR 2. ) YAP KOK BIN 3. ) TAM WEI LUN v WIRAMA SDN BHD
20 January 2026
MYHC
ba-22ncvc-451-10-2025
Jamaludin Bin Mohamad v 1. ) Ezme Bin Md Radzi 2. ) Tetuan Rosenida, Azlina, Hafidz & Co
18 January 2026
MYHC
ba-28ncc-714-10-2025
Setegap Ventures Petroleum Sdn Bhd v Aqleem Emas Sdn Bhd
18 January 2026
MYHC
wa-28pw-397-09-2023
1. ) FADZILAN BIN MOHD DAUD 2. ) NOR AZIZAN BINTI AZMAN 3. ) AZRIN BIN MOHAMAD ZAWAWI 4. ) LATUN NORALYANI BINTI MEOR AMINUDIN 5. ) SHAHARIN BIN JUSOH 6. ) OMAR BIN ABDULLAH 7. ) HAZLENA BINTI M RAZALI 8. ) NOOR ROSNI BINTI SAIDIN 9. ) SALEHUDDIN BIN SAIDIN 10. ) KRISNANSAMY A/L TORAISAMY 11. ) BABY LATHA A/P PARASURAMAN 12. ) NOR LAILATUL SAIDAH BINTI MD RAZMI 13. ) NORMAH BINTI YUNUS 14. ) KRISANA MOORTHY A/L PERIASAMY v Tudong Emas Sdn. Bhd.
15 January 2026
MYHC
ja-28pw-78-08-2024
1. ) GST Builder Sdn Bhd 2. ) Kwang Fatt Heng Enterprise Sdn Bhd v 1. ) Sabah Development Bank Berhad 2. ) Sundarasan A/L Arumugam 3. ) Ling Sie Kong 4. ) Raveendra Kumar A/L Nathan 5. ) Goodwill Division Sdn Bhd (In Liquidation) PENCELAH FONG CHUI TING PIHAK TERKILAN FONG CHUI TING
14 January 2026
MYHC
wa-12ancc-60-09-2025
FGP VENTURES SDN. BHD. v SUBAYOGAN A/L SINNIAH
14 January 2026
MYHC
b-02nccw-1271-07-2024
SAFFRON INFO SYSTEMS SDN. BHD. v SARAVANAN A/L SUBRAMANIYAN
13 January 2026
MYCOA
ba-24ncvc-2591-11-2025
FORAYPACK INDUSTRY SDN BHD v INDOPACKAGING (M) SDN BHD
12 January 2026
MYHC
ba-28ncc-652-09-2025
JUPITER ENTERPRISE SDN BHD v BINA JAGUH PERKASA SDN BHD
12 January 2026
MYHC
ba-28pw-191-07-2024
Dato’ Gan Ah Tee Likuidasi untuk Lingkaran Luar Butterworth (Penang) Sdn Bhd (Dalam Likuidasi) PENCELAH IJM CONSTRUCTION SDN BHD PIHAK TERKILAN 1. ) Bank Kerjasama Rakyat Malaysia Berhad 2. ) Bank Pembangunan Malaysia Berhad 3. ) CIMB Bank Berhad 4. ) Hong Leong Bank Berhad
8 January 2026
MYHC
ja-22ncvc-13-02-2024
YISHUN CONSTRUCTION SDN BHD v 1. ) TAN SHEW KONG 2. ) CHONG SEE HEONG 3. ) CHUAH CHONG NGEE
8 January 2026
MYHC
ja-28ncc-153-08-2025
BOWO TECHNOLOGY SDN BHD v 1. ) BOWO MANUFACTURING SDN BHD 2. ) XXXX
8 January 2026
MYHC
ba-12b-35-04-2025
1. ) YONG KOK YEAP 2. ) FANG CHEE PENG v URUSWAJAR CONCRETE SDN BHD
7 January 2026
MYHC
ta-22m-2-01-2020
MAYBANK ISLAMIC BERHAD v 1. ) TD POULTRY SDN BHD 2. ) VISION POULTRY SDN BHD 3. ) ROSDI BIN ABD GHANI 4. ) SYARIZAL BIN KAMARUN ADBAR 5. ) ZULKIFFLI BIN ABDUL GHANI
7 January 2026
MYHC
wa-28ncc-572-05-2025
CENTRAL SUGARS REFINERY SDN BHD v HOLSTEN MARKETING (M) SDN BHD
7 January 2026
MYHC
aa-28pw-105-09-2024
Dato’ Ooi Woon Chee PENCELAH 1. ) Dato’ Suki Mee 2. ) SUKI MEE
6 January 2026
MYHC
wa-24c-181-11-2025
YENG YING SDN BHD v LLC INFRA SDN BHD (Sebelum ini dikenali sebagai Loh& Loh Construction Sdn Bhd
6 January 2026
MYHC
ja-28ncc-156-09-2025
SHINE TECHNOLOGY PTE. LTD. v SHINE DC TECHNOLOGY SDN. BHD.
5 January 2026
MYHC
wa-22ncc-384-06-2025
A ONE PILING SDN BHD v 1. ) BLUE SEAL (M) SDN BHD 2. ) ASTEO (M) SDN BHD 3. ) CHIA HEONG LIN 4. ) CHEAH CHEE MENG 5. ) LYE SAM YUT 6. ) ONG KIM HAI 7. ) LIM FUI MOON 8. ) MOHAMMAD AIZAM BIN ABDULLAH 9. ) YAP KUI LAI 10. ) LEE YEONG SHENG 11. ) JASSIRIN BIN JONIS 12. ) ONG HUI MEI
1 January 2026
MYHC
wa-24ncc-118-03-2024
1. ) LIM TITT HUAT 2. ) LIM WOOI BOO v 1. ) TAN SAY KENG 2. ) TAN TENG TENG 3. ) OH TEIK GEE 4. ) RODA BERLIAN (M) SDN BHD
25 December 2025
MYHC
wa-22ncc-828-11-2024
DATO' DR SUHAINI BIN KADIMAN v 1. ) CHANG AI NEE 2. ) DATO' CHOONG CHEE MENG
22 December 2025
MYHC
wa-24ncc-263-05-2025
LAU JENN FENG v 1. ) FOURSEASON FRONTIER SDN. BHD. 2. ) CHAN KONG HONG
18 December 2025
MYHC
wa-24ncc-398-07-2025
KEDIOS BERHAD v 1. ) EDUVER EDUCATION BERHAD 2. ) TEE WEE SIONG 3. ) TEE E VA 4. ) TEE EE LEEN
17 December 2025
MYHC
wa-28jm-8-03-2024
MAJU-TH SDN BHD PENCELAH LEMBAGA TABUNG HAJI
17 December 2025
MYHC
ba-22ncvc-61-02-2025
ALI SAID HAMDAN AL RAWAHI v 1. ) AHMAD BIN HASSAN 2. ) MALAYAN BANKING BERHAD
16 December 2025
MYHC