Section 2 of the Malaysian Companies Act (CA) 2016: Defines a company as a business legally incorporated (registered) under the CA 2016 or its predecessor, the CA 1965.
Nature of a Company: It is an artificial person. It is created by complying with prescribed registration procedures, giving it a life entirely separate from its members (shareholders) and officers (directors/secretaries).
Legal Personality: Incorporation is the legal process by which a business entity acquires a distinct legal personality. It becomes an “artificial person” in the eyes of the law.
Legal Capacity: With legal personality comes legal capacity. The company can act, make decisions, and enter transactions as if it were a living person, subject to the boundaries of the law.
Body Corporate: Upon issuance of the notice of registration, the company becomes a body corporate known by its name and registration number.
Automatic Roles: Persons named in the application automatically assume their roles:
Named applicants become members/shareholders (in a company having a share capital).
Named directors and secretaries are deemed appointed to those offices.
Perpetual Existence: Under Section 20, a company has a separate legal personality from its members and continues to exist until it is formally removed from the register.
┌────────────────────────────────────────┐
│ EFFECTS OF INCORPORATION │
└───────────────────┬────────────────────┘
│
┌──────────────────────────────┼──────────────────────────────┐
▼ ▼ ▼
┌─────────────────┐ ┌─────────────────┐ ┌─────────────────┐
│ Separate Legal │ │ Perpetual │ │ Unlimited │
│ Entity │ │ Succession │ │ Capacity │
└─────────────────┘ └─────────────────┘ └─────────────────┘
│ │ │
├──────────────────────────────┼──────────────────────────────┤
▼ ▼ ▼
┌─────────────────┐ ┌─────────────────┐ ┌─────────────────┐
│Limited Liability│ │ Common Seal │ │ Control & │
│ of Shareholders │ │ (Optional) │ │ Management │
└─────────────────┘ └─────────────────┘ └─────────────────┘
The company and its members are two distinct legal bodies. This prevents creditors, workers, or suppliers from bypassing the company to sue internal shareholders or officers directly.
Statutory Basis: Section 20 CA 2016 explicitly codifies this: A company incorporated under the Act has a legal personality separate from its members.
Malaysian Adoption: Adopted firmly by the Federal Court in Sunrise Sdn Bhd v First Profile (M) Sdn Bhd & Anor [1996].
Salomon v Salomon & Co Ltd [1897] AC 22
Facts: Mr. Salomon sold his boot business to a newly formed company where he held 99.9% of the shares, and the company issued secured debentures to him. When the company went insolvent, the liquidator argued the company was a mere alias/agent for Salomon and he should be personally liable for its debts.
Held: The House of Lords held that the company was a separate legal entity. The business belonged to the company, and its debts were the liabilities of the company, not Salomon personally.
Lee v Lee’s Air Farming Ltd [1961] AC 12
Facts: Mr. Lee formed a crop-dusting company, owning all shares except one (held by his wife). He was the managing director and also employed himself as the chief pilot. He died in a work-related plane crash. His widow claimed workers’ compensation.
Held: The company was a separate legal entity capable of entering into a valid employment contract with its own majority shareholder/director. He could act in two distinct capacities (as employer/director and employee/worker). The widow was entitled to compensation.
💡 ADDITIONAL EXTENSIVE CASE FOR SEPARATE LEGAL ENTITY:
Macaura v Northern Assurance Co Ltd [1925] AC 619
Facts: Macaura owned a timber estate. He sold all the timber to a company he formed, taking all its shares. He then insured the timber against fire, but crucially kept the insurance policy in his own personal name, not the company’s name. The timber was destroyed in a fire. The insurance company refused to pay.
Held: Shareholders have no proprietary interest (ownership) in the assets of the company. The timber belonged to the company, not Macaura. Therefore, he had no insurable interest in the property, and the insurance policy was void.
The life and existence of a company are completely unaffected by the death, bankruptcy, insanity, retirement, or transfer of shares of any of its members or directors. A company only dies when it is formally wound up or struck off the register by the Registrar of Companies (ROC) (Section 20 CA 2016).
Re Noel Tedman Holdings Pty Ltd [1967] Qd R 561
Facts: The only two shareholders and directors (a husband and wife) died in a road accident, leaving behind an infant child.
Held: The court confirmed the company continued to exist despite having zero living shareholders or directors. The court permitted the legal personal representatives of the deceased to appoint new directors so the company could operate.
Tan Lai v Mohamed bin Mahmud [1982]
Section 21(1) CA 2016: A company is capable of exercising all the functions of a body corporate and has full capacity to carry on or undertake any business or activity. This includes:
The ability to sue and be sued (Section 21(1)(a)).
The ability to acquire, own, hold, develop, or dispose of any property (Section 21(1)(b)) (Note: Under Section 45(4), a Company Limited by Guarantee [CLBG] cannot hold land without a license from the Minister).
The ability to do any act or enter any transaction (Section 21(1)©).
Section 21(2): Grants the company full rights, powers, and privileges to execute these functions.
Section 35(2) Intersection: While Section 21 gives broad powers, Section 35(2) states that a company’s Constitution can limit or restrict the scope of these corporate powers.
Foss v Harbottle (1843) 2 Hare 461
Facts: Two minority shareholders sued the company’s directors, claiming they had mismanaged and misapplied company assets, causing massive losses.
Held: The action was dismissed. The wrong was done to the company, not the individual shareholders. Therefore, the company is the proper plaintiff to bring an action to enforce its rights, not individual members.
Section 192(1) CA 2016: A member is not liable for an obligation of the company simply by virtue of being a member. Their personal assets are legally insulated from the company’s creditors.
Section 192(2): The liability of a member is limited only to any amount remaining unpaid on the shares held by them (or the amount guaranteed in a CLBG).
Directors and officers are also generally protected from personal liability for company obligations or breaches of contract, provided they act within their authority and without fraud.
Re Application by Yee Yut Ee [1978] 2 MLJ 142: Held that except in cases of fraud, breach of warranty, or lack of authority, a director cannot be held personally liable for the debts of a company.
Double Acres Sdn Bhd v Tiarasetia Sdn Bhd [1997] 1 MLJ 543: Held that a director could not be pinned with personal liability for a company’s breach of contract.
Section 61 CA 2016: A company may or may not have a common seal. Having one is completely optional.
Section 64 (Making Contracts): A contract can be made by a company in writing under its common seal, or on its behalf by a person acting under its express or implied authority (written or oral).
Section 66 (Execution of Documents): A document is validly executed by a company either by affixing the common seal OR via signature by at least two authorized officers (one must be a director), or in the case of a sole director company, by that director in the presence of a witness.
Section 211 CA 2016: The business and affairs of the company must be managed by or under the direction of the Board of Directors.
Powers: The board holds all necessary powers for managing, directing, and supervising the company’s business, subject to any limitations outlined in the CA 2016 or the company’s own Constitution.
The Corporate Veil is a legal metaphor representing the dividing barrier between the company and its members/officers.
General Rule: Once registered, the veil drops, protecting members from liability (Salomon, S.20, S.192(1)).
Exception: Under certain critical conditions, courts or statutes will lift/pierce the corporate veil, looking behind the artificial entity to hold the individual controllers personally liable.
┌────────────────────────────────────────┐
│ LIFTING THE CORPORATE VEIL │
└───────────────────┬────────────────────┘
│
┌────────────────────────────┴────────────────────────────┐
▼ ▼
┌─────────────────────────────────┐ ┌─────────────────────────────────┐
│ STATUTORY CATEGORIES │ │ JUDICIAL CATEGORIES │
└────────────────┬────────────────┘ └────────────────┬────────────────┘
│ │
├─► S.539(3) & S.540(2): Insolvent Debts ├─► Evading Legal Obligations
├─► S.540(1): Fraudulent Trading ├─► Committing Fraud / Sham
├─► S.186(4): Minimum Subscription Failure ├─► Agency / Alter Ego
├─► S.123(4): Financial Assistance Breach ├─► Interest of Justice / Equity
├─► S.140(1) Income Tax Act: Tax Avoidance └─► Single Economic Unit (Groups)
├─► S.46(1) EPF Act: Unpaid EPF
└─► S.108A SOSCO Act: Unpaid SOCSO
The Companies Act 2016 and other corporate/tax statutes explicitly mandate lifting the veil in the following situations:
Contracting Debts with No Ability to Pay [Section 539(3) read with Section 540(2) CA 2016]
Fraudulent Trading [Section 540(1) CA 2016]
If the business of a company is carried on with intent to defraud creditors or for any fraudulent purpose, the individuals knowingly involved can be held personally responsible for all or any of the debts/liabilities of the company.
Chin Chee v Toling Corporation [2016]: The company ordered a massive supply of raw materials while facing severe financial distress, knowing there was no realistic prospect of paying. The court held this was fraudulent trading meant to defraud creditors, lifting the corporate veil.
Failure of Minimum Subscription [Section 186(4) CA 2016]
Breach of Financial Assistance Rules [Section 123(4) CA 2016]
Tax Avoidance Arrangements [Section 140(1) of the Income Tax Act 1967]
Failure to Remit EPF Contributions [Section 46(1) of the EPF Act 1991]
Failure to Remit SOCSO Premiums [Section 108A of the Employees Social Security Act 1969]
Courts will exercise equitable discretion to lift the corporate veil based on the following case law principles:
If a person sets up a company or uses an existing one as a device/façade to escape an obligation under a contract or a legal restriction, the court will treat the individual and the company as a single entity.
Gilford Motor Co Ltd v Horne [1933] Ch 935
Facts: Horne was the Managing Director of Gilford Motor. He signed a non-compete clause agreeing not to solicit his employer’s customers after leaving. Upon termination, he set up a new company (“JM Horne & Co Ltd”), made his wife the director, and ran a competing business that solicited Gilford’s customers. He argued that the company was soliciting, not him.
Held: The court granted an injunction against both Horne and his new company. The company was a mere cloak or sham created solely to breach his restrictive covenant.
Jones v Lipman [1962] 1 WLR 830
Facts: Lipman contracted to sell his house to Jones. He later changed his mind. To avoid an order for specific performance, he formed a company called Alamed Ltd and transferred the house to it. He argued he no longer owned the house and thus could not sell it to Jones.
Held: Alamed Ltd was a creature of Lipman’s mind and a device to evade his contractual obligations. The court lifted the veil and ordered both Lipman and Alamed Ltd to execute the sale.
Re Darby [1911] 1 KB 95
Facts: Darby and Gyde formed a “dummy” company called City of London, purchased a quarry license, and flipped it to a new company (Quarries Ltd) at an exorbitant, fraudulent overvaluation, pocketing the profit. When Quarries Ltd collapsed, the liquidator sued Darby.
Held: The corporate entity of City of London was a sham designed to perpetrate fraud. Darby was ordered to disgorge his personal secret profits.
Re Bugle Press Ltd [1961] Ch 270
Facts: J and S owned 90% of Bugle Press, and T owned 10%. J and S wanted T out, but he refused to sell. J and S incorporated a new company, “J&S Holdings”, which made a compulsory takeover bid for Bugle Press. J and S accepted the bid, then tried to use statutory minority squeeze-out laws to force T to sell to J&S Holdings.
Held: J&S Holdings was a mere sham and a tool built exclusively to expropriate the minority shareholder’s property. The court lifted the veil and blocked the transaction.
Where a subsidiary company has no real independence and acts purely as a mechanical agent for the parent company, an agency relationship is inferred.
Smith, Stone & Knight Ltd v Birmingham Corporation [1939] 4 All ER 116
Facts: SSK (parent company) owned a piece of land. A subsidiary company, Birmingham Waste Co (BW), operated a business on that land as a yearly tenant. The local government compulsorily acquired the land. Under the law, a yearly tenant (BW) had no right to claim business disturbance compensation. The government argued the parent company (SSK) couldn’t claim it either because the business officially belonged to BW (a separate entity).
Held: Atkinson J laid down 6 tests to determine if a subsidiary is acting as an agent. The court found that BW was a tool; it had no staff of its own, its books were managed by the parent, and all profits went directly to the parent. Thus, BW operated the business as an agent for SSK. SSK was entitled to the compensation.
Aspatra Sdn Bhd v BBMB [1987] 1 MLJ 97
Facts: Lorrain Osman, a director of BBMB, was sued by the bank for allegedly taking secret profits. The bank obtained a Mareva Injunction to freeze his personal assets. Crucially, the injunction was extended to cover the assets of Aspatra Sdn Bhd, a company Lorrain controlled. Aspatra challenged this, stating its assets belonged to the company, not Lorrain.
Held: The Supreme Court lifted the corporate veil. Lorrain was the absolute controller of Aspatra. The court held it could lift the veil to prevent an abuse of separate legal personality and to achieve justice, particularly when fraud or secret profits are alleged.
Yap Sing Hock v PP [1992] 2 MLJ 714: Peh Swee Chin SCJ stated that courts will lift the veil to do justice in limited, defined scopes, such as determining tax liabilities, detecting trading with wartime enemies, or uncovering illegal actions and equitable abuses.
The general rule is that a parent company and its subsidiaries are distinct legal entities (Ebbw Vale Urban District; The People’s Insurance Co). However, functional interdependency can lead courts to view them as a single economic unit.
Hotel Jaya Puri Bhd v National Union of Hotels, Bar & Restaurant Workers [1980] 1 MLJ 109
Facts: Jaya Puri Chinese Garden Restaurant was a wholly-owned subsidiary located inside Hotel Jaya Puri (the parent company). The restaurant closed down due to financial losses, and its workers were retrenched. The labor union argued that the actual employer was the Hotel (which was still successfully running), meaning the workers shouldn’t be laid off under the guise of a business closure.
Held: Although technically separate entities on paper, they were functionally one single enterprise (shared management, interdependent operations). The court lifted the veil, treating them as a single economic unit, and held the Hotel liable to pay compensation to the retrenched restaurant workers.
CONTRAST CASE: National Union of Hotel, Bar & Restaurant Workers v Hotel Malaya Sdn Bhd [1982] 1 MLJ 241
Facts: A similar dispute occurred, but in this case, the Hotel only held a 90.75% stake in the restaurant company, and they only shared one common manager (the General Manager).
Held: The High Court refused to treat them as a single economic unit. There was not enough total functional unity. They remained two separate legal entities.
When answering a corporate law problem question, organizing your thoughts using the ILAC structure ensures you do not miss critical arguments. Below is the framework broke down for this specific topic:
Identify the core legal dispute presented in the scenario.
State the general legal principles, sections, and case authorities without talking about the facts of the question yet.
State the starting position: Separate Legal Entity (Section 20 CA 2016 & Salomon’s case).
State the specific exception relevant to the problem:
If it involves fraud/evasion: cite Gilford Motor v Horne or Jones v Lipman.
If it involves trading while insolvent/fraudulent: cite Section 540(1) or Section 539(3) CA 2016 and Chin Chee v Toling Corp.
If it involves a parent-subsidiary issue: cite Hotel Jaya Puri vs. Hotel Malaya.
This is where you bridge your Law section with the Facts given in the prompt. Compare the actions of the characters in the problem to the characters in the case law.
Example: “In the present case, similar to the defendant in Jones v Lipman, [Character Name] purposefully incorporated [New Company Name] for the sole purpose of avoiding his/her prior contractual duty to… This shows that the company is a mere sham/façade…”
If applying a statutory section: Prove how the character’s behavior ticks every requirement of that specific section (e.g., proving they knew the company had no ability to pay when the debt was created).
Provide a final, clear answer to the issue raised.
To test your grasp of these notes, try structuring an ILAC answer for this hypothetical problem:
Scenario: Ali is an IT consultant who signed a contract with ‘TechCorp’ promising not to offer consulting services to TechCorp’s clients for 12 months after leaving. Ali leaves TechCorp and immediately registers a new private company called ‘Alpha Digital Sdn Bhd’. Ali is the sole director, and his retired mother holds all the shares. Alpha Digital Sdn Bhd begins signing consulting contracts with TechCorp’s clients. TechCorp wants to sue Ali personally for breach of contract. Advise TechCorp.
Ramli and Sudin are grocers. They originally operated their respective business as sole traders. On 1 February 2014, they decided to combine their experience and resources to form a company called Healthy & Fresh Grocers Sdn Bhd (the company).
They run their business on the premises previously purchased by Ramli. Upon incorporation, they transferred the entire assets of their respective business including the premises to the company.
In April 2017, Ramli received a quit rent notice from the Land Office for payment of land tax which has been in arrears since the acquisition of the premises by the company. Ramli refuses to pay on the ground that he is not the owner of the premises.
Currently, the company is facing financial problems and has to go into liquidation. Ramli now seeks your advice as regards to his liability towards the company.
Whether Ramli is personally liable to pay the outstanding quit rent (land tax) arrears on the business premises after transferring the ownership of the property to Healthy & Fresh Grocers Sdn Bhd.
Section 20 of the Companies Act (CA) 2016: Upon incorporation, a company becomes a body corporate with a separate legal personality distinct from its members.
Section 21(1)(b) of the CA 2016: A company has the full capacity and legal right to acquire, own, hold, develop, or dispose of any property.
Established Principle: Once assets are legally transferred to a company, the company becomes the sole owner of those assets. Members or former owners lose their proprietary interest in the property. This was established in the landmark case of Salomon v Salomon & Co Ltd [1897] and applied in the Malaysian context via Sunrise Sdn Bhd v First Profile (M) Sdn Bhd & Anor [1996].
Originally, Ramli owned the premises as a sole trader. However, on 1 February 2014, Ramli and Sudin incorporated “Healthy & Fresh Grocers Sdn Bhd” and formally transferred all business assets, including the premises, to the company.
According to Section 20 and Section 21(1)(b) of the CA 2016, once this transfer was executed, the company became an artificial person with the exclusive legal capacity to hold property. Consequently, the land is owned solely by the company, not Ramli.
The quit rent arrears accumulated after the acquisition of the premises by the company. Because Ramli and the company are two separate legal entities, any tax liabilities tied to the land belong solely to the registered owner—the company. The Land Office cannot bypass the corporate veil to demand payment from Ramli in his personal capacity as a shareholder.
Ramli is not personally liable for the land tax arrears that accrued after the transfer. Healthy & Fresh Grocers Sdn Bhd is the sole owner of the premises and is legally responsible for paying the outstanding quit rent.
What is the extent of Ramli’s personal liability towards the debts of Healthy & Fresh Grocers Sdn Bhd now that the company is facing financial distress and entering liquidation?
Section 192(1) of the CA 2016: A member of a company is not liable for the financial obligations of the company simply by reason of being a member.
Section 192(2)(a) of the CA 2016: In a company limited by shares, the liability of a member is strictly limited to any amount remaining unpaid on the shares held by that member.
Established Principle: Creditors cannot claim the personal assets of shareholders to satisfy corporate debts because the company’s liability is separate from that of its members (Salomon v Salomon & Co Ltd).
Healthy & Fresh Grocers Sdn Bhd is registered as a private company limited by shares (indicated by the designation “Sdn Bhd”).
As a shareholder, Ramli’s financial liability is decoupled from the company’s debts.
If Ramli has already paid the full price for his allocated shares (meaning his shares are fully paid-up), his liability towards the liquidator and the creditors is zero ().
If there is any portion of his subscribed share capital that remains unpaid, his personal liability is strictly capped at that remaining unpaid balance. The liquidator cannot claim Ramli’s personal properties, savings, or assets to settle the company’s liquidation deficit.
Ramli should be advised that his liability is strictly limited under Section 192 of the CA 2016. If his shares are fully paid, he bears no personal liability for the company’s debts during liquidation.
Nuh and Joe incorporated a private limited company known as Motorspeed Sdn Bhd (“MSB”). They are the sole directors and shareholders of the company. MSB is engaged in the importation and marketing of luxury motorcycles from Japan. In order to protect the company’s investment, Nuh obtained insurance coverage for the motorcycles under his own name from Premium Insurance Company.
In January 2020, MSB’s business premises were burgled, resulting in the theft of three motorcycles. Nuh subsequently submitted an insurance claim for the stolen motorcycles. However, Premium Insurance Company rejected the claim on the ground that Nuh lacked an insurable interest in the subject matter.
Advise Nuh on his legal position with reference to the relevant principles of company law.
Whether Nuh has a valid claim against Premium Insurance Company for the theft of the three motorcycles, or whether the insurer is legally entitled to reject the claim on the ground that Nuh lacks an “insurable interest” in the company’s assets.
Section 20 of the CA 2016: An incorporated company is a body corporate with a legal personality separate from its directors and shareholders.
Section 21(1)(b) of the CA 2016: The company has the exclusive right to acquire, own, and hold its own property.
The Principle of Insurable Interest: To successfully claim insurance over property, the claimant must have an insurable interest (a recognized proprietary or equitable right) in that property at the time of taking out the policy.
Precedent Case: Macaura v Northern Assurance Co Ltd [1925] AC 619.
Facts: Macaura owned a timber estate and sold all the timber to a company in which he held all the shares. He insured the timber in his own personal name. After a fire destroyed the timber, the insurance company rejected his claim.
Held: The House of Lords held that the timber belonged to the company (a separate legal entity) and not to Macaura. As a shareholder, Macaura had no legal or equitable interest in the company’s physical assets. Therefore, he lacked an insurable interest, and the insurance claim was void.
Nuh and Joe incorporated a private limited company, Motorspeed Sdn Bhd (MSB). MSB operates the business of importing and marketing luxury motorcycles.
The legal owner of the imported motorcycles is MSB, which is a separate artificial person.
Nuh holds the dual roles of director and shareholder. However, applying the rule in Macaura, these roles do not grant Nuh any direct ownership or proprietary interest in MSB’s inventory (the motorcycles).
Nuh made the critical legal error of taking out the insurance policy with Premium Insurance Company under his own personal name instead of the company’s name.
Because the motorcycles belonged strictly to MSB, Nuh lacked an insurable interest in the motorcycles at the time the insurance policy was executed. When the burglary occurred in January 2020, Nuh could not make a personal insurance claim for assets that belonged to the corporate entity.
Nuh is advised that his legal position is weak. Premium Insurance Company is legally justified in rejecting his claim because Nuh lacks an insurable interest in MSB’s motorcycles. The policy should have been taken out in the name of Motorspeed Sdn Bhd to be legally enforceable.
Harun agreed to sell two acres of his palm oil plantation to Megat at the price of RM180,000. Megat had paid the 10% deposit to Harun upon signing the sale and purchase agreement. Later, Harun changed his mind and refused to transfer the said plantation to Megat. To avoid the plantation from being transferred to Megat, Harun incorporated a new company known as Brilliant Sdn Bhd (the company) and transfer the said plantation to the company. The company was wholly owned and controlled by Harun. Megat was frustrated and wishes to seek a specific performance from the court to compel the company to transfer the plantation to him.
Advise Megat on whether he can take legal action for specific performance against Brillant Sdn Bhd.
Whether Megat can successfully obtain an order of specific performance against Brilliant Sdn Bhd to compel the transfer of the palm oil plantation by asking the court to lift the corporate veil.
General Rule (Section 20 CA 2016): A company is a separate legal entity, and its assets are protected by a corporate veil (Salomon v Salomon).
Exception (Judicial Lifting of the Veil): The courts will lift the corporate veil when a company is used as a sham, device, or façade to evade existing legal or contractual obligations.
Precedent Case: Jones v Lipman [1962] 1 WLR 830.
Facts: Lipman agreed to sell his house to Jones but later changed his mind. To prevent Jones from getting specific performance, Lipman formed a company (Alamed Ltd), became its sole controller, and transferred the house to it. He claimed he could no longer perform the contract because he did not own the house.
Held: The court lifted the corporate veil, describing Alamed Ltd as the “creature of the first defendant, a device and a sham, a mask which he holds before his face in an attempt to avoid recognition by the eye of equity.” The court ordered both Lipman and the company to perform the sale contract.
In this scenario, Harun entered into a legally binding Sale and Purchase agreement to sell two acres of his palm oil plantation to Megat for RM180,000, and Megat paid a 10% deposit.
Harun subsequently breached the agreement by refusing to transfer the land. To evade his contractual obligation, Harun incorporated a new company, Brilliant Sdn Bhd, and transferred the plantation to it.
Brilliant Sdn Bhd is wholly owned and controlled by Harun. The facts mirror Jones v Lipman perfectly. Harun is attempting to use the separate legal personality of Brilliant Sdn Bhd as a legal shield (the corporate veil) to place the plantation beyond Megat’s reach.
The court will look behind the corporate shell of Brilliant Sdn Bhd because it is a mere device/façade set up for an improper purpose—specifically, to evade an existing contractual obligation to Megat. By lifting the corporate veil, the court will treat Harun and Brilliant Sdn Bhd as a single entity for the purpose of the transaction.
Megat is advised that he can successfully sue for specific performance. The court is highly likely to lift the corporate veil of Brilliant Sdn Bhd, declaring it a sham, and order both Harun and Brilliant Sdn Bhd to transfer the two acres of palm oil plantation to Megat.
| Case Authority | Legal Issue Addressed | Main Judicial Finding |
|---|---|---|
| Salomon v Salomon & Co Ltd | Separate Legal Entity / Debt Liability | The company is a separate legal entity; members are not personally liable for its debts. |
| Macaura v Northern Assurance | Property Ownership / Insurable Interest | Shareholders do not own corporate assets; they have no insurable interest in company property. |
| Jones v Lipman | Evading Contractual Obligations | The court will lift the corporate veil if a company is used as a mask to evade existing contracts. |