Course Outlines company law Loky.doc

7/27/2019 Course Outlines company law Loky.doc

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INTERNATIONAL ISLAMIC UNIVERSITY MALAYSIA

COURSE OUTLINE

Kulliyyah / InstituteKulliyyah of Economics & Management Sciences

Department / CentreDepartment of Business Administration

Programme Bachelor in Business Administration

Name of Course / ModeCOMPANY LAW

Course CodeLaw 3212

Name (s) of Academicstaff / Instructor(s)

Dr. Md. Abdul Jalil, Room No. 438, Level 4, ENM Building, E-

mail: [email protected], [email protected],

Rationale for theinclusion of the course /module in the programme

The students for Bachelor of Business Administration Programme

will become executives in different companies. So, it is pertinentfor them to know about legal requirement of forming and running

of a company in conformity with the Companies Act 1965

(Malaysia). Thats why this course has been included in theProgramme.

Semester and YearOffered

Semester 2, Session 2012/2013

Status Core Course
mailto:[email protected]:[email protected]


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Status Core Course

Credit Value (hours) 3 Credit Hours

Pre-requisites (if any) LAW 3512: Commercial Law

Co-requisites (if any) Nil

Course Objectives

The objectives of this course are to:

1.To make students understand different aspects of company law

both under common law system and Islamic law system whichsubsequently may regulate their professional careers in reality;

2.To inculcate students with relevant statutory provisions, caselaws and ethical principles related to company caw;

3.Relevant Islamic law principles will be compared and contrasted

with company law principles.

Learning Outcomes

After finishing this course, students will be able to:

1. demonstrate an understanding of principles of company lawas important governing principles of corporate entities.

2. develop an ability to identify the pertinent sources of law

(statures, case laws etc.) applicable to specific problems in the

company activity.3. know how to set up a new corporate business and to conduct

corporate business in compliance with the Companies Act

1965 andshariah principles.

Skills and how they are developed and assessed, project and practical

experience and internship (either one)


3/9

Exams Quizes, midterm test, final exam.

ProjectsAssignments, case review and

presentation.

Course Synopsis

Business organizations and trade industries play an important role

in achieving economic success in the technological era of

Malaysia. Therefore, IIUM graduates are expected to be equipped

with knowledge and skills in respect of theoretical, practical, legaland ethical dimensions of business organizations. Accordingly,

this course intends to introduce essential company law and

regulations to help them manage business organizationseffectively and efficiently.

Mode of DeliveryLectures, case studies, discussion, presentation etc.

Assessment Methods andType/Course AssessementState weightage of each

type of assessment.

Mapping of course / module to the Programme Learning Outcomes

LO Method %Attendance 5%

1,2 Quiz/Test 10%

1,2,3,4 Mid-term Exam 30%

3,4,9 Assignment and Presentation 15%

2,2,4 Final Exam 40%

TOTAL 100


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Content outline of the course / module and the SLT per topic

Weeks TopicsLearning

Hours

Task/Reading

(author/page)1

CH. 1: BUSINESS ORGANIZATION Sole Proprietorship Business

Partnership Business

Company Business

Introduction to company law in Malaysia

Conducting business: An Islamic

Perspective

3 hours

1. Abdul Majid

& Krisnan

Arjunan, pp.599-623.

2. Chan, Kok &

Ling, p. 1-39.

2

CH. 2:CLASSIFICATION OF COMPANY Limited and Unlimited Company

Public and Private Company

Related Company

How to set up a new business

Musharakah principle applied in

business.

3 hoursChan, Koh &Ling, pp. 40 70.

3 CH. 3: INCORPORATION OF ACOMPANY

- Concept of Incorporation

- Effects of Incorporation

- Separate Legal Entity/Veil of Incorporation- Ability to sue and be sued in its own name;

- Ability to own property, to buy or sell property;

- Perpetual Succession

3 hours

Chan & Koh, pp.

71118;


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5 CH. 5: PROMOTERS AND PRE-INCORPORATION CONTRACTS

Who are promoters? Promoters duties and liabilities;

Legal status of pre-incorporation contracts in

Malaysia;

Legal status of pre-incorporation contracts in

the UK.

Promoters duties and liabilities: An Islamic

perspective

3

hours

Chan & Koh, pp.

190212;

6 CH. 6: CONSTITUTION OF A COMPANY1. Memorandum of Association

- What is memorandum of Association (MOA);

- Contents of MOA;

- Alteration of MoA;- Procedure of alteration of AOA;

- Protest against alteration of AOA;- Doctrine of Ultra Vires: The position in the UKand in Malaysia.

2. Article of Association- What is Articles of Association (AOA);

-Contents of AOA;

-Functions of AOA;

- The binding effect of AOA;- Alteration procedure of AOA;

- Protest against the alteration of AOA.

- MOA and AOA should not allow haram business

3 hoursChan & Koh, pp.123186;


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9 CH. 8: DEBENTURES & CHARGES

What is debentures;

Types of debentures: What is charge;

Types of charges:

Fixed charge

Floating charge

Priority of Charges

Islam accepts debentures and charges to secure

financial loan.

3 hours

Chan, Kok and

Ling, p. 361-410;

10 &11

CH. 9: OFFICERS OF A COMPANY Company Directors Appointment of directors;

Qualification of directors;

Disqualification of directors;

Removal of directors;

Legal and ethical duties of directors;

Company Secretaries-Appointment of secretaries;-Qualifications of secretaries;

- Disqualifications of secretaries;

-Functions of secretaries

Company Auditors-Appointment of auditors;

- Qualifications of auditors;- Disqualifications of auditors;

6 hours

Chan & Koh, pp.530627; 686-

699; 769-806;


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13 CH. 11: MEETINGS AND RESOLUTIONS Types of Meetings

Notice of Meetings

Proceedings in a general meeting; Types of resolution

Procedure of passing resolution

Disclosure of interests in meetings:

Islamic requirement.

3 hours

1. Chan, Koh &

Ling, p. 630-683;

14 CH. 12: WINDING UP What is winding up of a company; Voluntary Winding up;

Types of voluntary winding up;

Compulsory Winding up;

Who can apply for compulsory winding

up;

Grounds of compulsory winding up; Liquidator

-Appointment of liquidator;

-Qualifications of liquidators;

-Disqualifications of liquidators;

-Reconstruction of a Company

- Procedure of takeover and merger.

- Takeover and merger: An Islamic perspective

- Winding up process: An Islamic perspective

3 hours

- Chan & Koh,pp. 8761022;

- Malaysian Code

on Takeovers and

Mergers 1998

- Capital Marketand Services Act

2007


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:

- Shanthy Rachangan, et. al, Principles of company Law in Malaysia, Kuala Lumpur: Malayan

Law Journal.

- Krishnan Arjunan & Low Chee Keong, Understanding Company Law in Malaysia, Kuala

Lumpur: LBC Information Services.

- Walter Woon, Company Law, Petaling Jaya: Sweet & Maxwell Asia, 2009.

- Pamela Hanrahan, et al, Commercial Application of Company Law in Malaysia, Singapore:

CCH Asia Pte. Ltd.

- Abdul Majid & Krishnan Arjunan, Business Law in Malaysia, Kuala Lumpur: Malayan Law

Journal.

Prepared by:

_______________________Name

Assistant Professor

Checked by:

_______________________NameHead

Approved by:

_______________________NameDean


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At the end of the programme, students are able to:

1. have the basic knowledge of Company Law in Malaysia. Knowledge

2.

use relevant skills in assignment presentation. Practical Skills

3.cooperate with others and apply knowledge in a socally responsible manner for the progress of the nation and the ummah.

Social skills andResponsibilities

4.demonstrate commitment to law and professionalism in the workplace in everyday life.

Value, Attitudes and

Professionalism

5. communicate with people from a diverse range of backgrounds with empathy and will show leadership qualities. Communication

6.analyze legal issues and demonstrate legal skills in reviewing case and company law problems.

Problem Solving andScientific Skills

7. use the necessary learning skills in information management and apply effective strategies for lifelong self improvement. Information Managementand Lifelong LearningSkills

8.apply basic managerial and entrepreneur skills in relevant fields.

Managerial andEntrepreneurial Skills

9. demonstrate different types of leadership qualities when leading a group or working in a group for exam in writing groupassignment.

Leadership and TeamSkills

Documents

Course Outlines company law Loky.doc