1. ) LOH SIEW CHOONG 2. ) LOH SIEW NGOH 3. ) LOO KIM LIN @ LOH SIEW LIN 1. ) TOONG YUEN (IPOH) SDN BHD 2. ) LOH FOOK WAH @ LOH FOOK FAH 3. ) LOH KWOK YUAN 4. ) AHMAD RIZAM BIN ZAMRI 5. ) MUSTAFA BIN BAHARUDIN 6. ) TEH CHEE YIP 7. ) MEOR MUH

AA-24NCC-11-04/2024 Kand. 34 05/11/2025 12:39:32 5 IN THE HIGH COURT IN MALAYA AT IPOH IN THE STATE OF PERAK DARUL RIDZUAN ORIGINATING SUMMONS NO. : AA-24NCC-11-04/2024 Dalam perkara mengenai harta pusaka Wong Kim (NRIC No.: 250225-71- 10 5296), si mati. Dan Dalam perkara mengenai Wasiat Akhir dan Testamen Wong Kim bertarikh 15 15.10.2010 dan Geran Probet bertarikh 13.5.2015 Dan Dalam perkara mengenai Toong Yuen 20 (Ipoh) Sdn Bhd (No. Syarikat: 197901003866 [48114- Toong Yuen Dan 25 Dalam perkara mengenai Aturan 7 Kaedah-Kaedah Mahkamah 2012 Dan 30 Dalam perkara mengenai Seksyen 103 dan 109 Akta Syarikat 2016 BETWEEN 35 1. LOH SIEW CHOONG (NRIC NO.: 480117-08-5008) 2. LOH SIEW NGOH 40 (NRIC NO.: 460923-08-5100) 1 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal 3. LOO KIM LIN @ LOH SIEW LIN (NRIC NO.: 420318-08-5798) ..... PLAINTIFFS 45 AND 1. TOONG YUEN (IPOH) SDN BHD (COMPANY NO.: 197901003866 [48114-M]) 2. LOH FOOK WAH @ LOH FOOK FAH 50 (NRIC NO.: 570816-08-5831) 3. LOH KWOK YUAN (NRIC NO.: 670128-08-5799) 55 4. AHMAD RIZAM BIN ZAMRI (NRIC NO.: 781127-08-6791) 5. MUSTAFA BIN BAHARUDIN (NRIC NO.: 820421-01-6451) 60 6. TEH CHEE YIP (NRIC NO.: 850519-08-6447) 7. MEOR MUHAMMAD HAFIFI BIN HAMZAH 65 (NRIC NO.: 920116-08-5133) DEFENDANTS 2 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal GROUNDS OF JUDGMENT 70 Introduction [1]. This case concerns the legal mechanism by which company shares held by a deceased shareholder are to be vested in beneficiaries named under a will. Central to the dispute is 75 whether such devolution occurs automatically by transmission under operation of law, or whether it requires a formal transfer, duly executed and stamped, in compliance with company and revenue law. The c under its Articles of Association and whether assent by an 80 executor suffices without formal transfer. The resolution of these issues requires a careful reading of Sections 105 and 109 of the Companies Act 2016, Articles of Association of Toong Yuen , and governing legal principles. 85 Background facts [2]. The plaintiffs are residuary beneficiaries under the Will dated 15 December 2010 of the late Wong Kim, who passed away on 16 October 2014. At the time of his death, Wong Kim was the registered holder of shares in Toong Yuen (Ipoh) Sdn Bhd. 90 Probate was granted on 13 May 2015 in favour of Loh Kon Fah, who was the executor named in the said Will. After the grant of probate for Wong Kim's estate, Loh Kon Fah, as executor, 3 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal received a total of 3,674,479 registered shares of the said Company. In 2023, Loh Kon Fah caused 612,413 shares in 95 Toong Yuen to be registered by way of transfer in favour of one beneficiary, Loh Fook Wah, and stamp duty was duly paid for the said transfer. Prior to Loh Kon own death on 12 April 2024, Loh Kon Fah wrote to the company requesting that the remaining shares be registered in the names of the plaintiffs. 100 [3]. As such, the plaintiffs, who are the other beneficiaries under the Will of the late Wong Kim, are now seeking declaratory relief to compel the company to register them as shareholders without executing Form 32A or paying stamp duty. They are asserting that the devolution of shares from the deceased, through the 105 executor, to the beneficiaries occurred by operation of law. The company and certain other defendants resist, contending that such a devolution requires a formal transfer and director approval. [4]. 110 concerning the administration of his own estate. Two conflicting Wills have surfaced, the 1st Will naming his son Loh Kwok Yuan and others as executors, and a 2nd Will naming the first plaintiff, Loh Siew Choong, and a nephew, Ngan Peing Kai, as executors. There is a challenge to the validity of the 2nd Will 115 and asserting the validity of the First Will. The matter is pending before the Ipoh High Court. Until a resolution of a valid executor it would appear no one is legally empowered 4 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal shares under Section 12 of the Probate and Administration 120 Act 1959. [5]. Whilst the primary issue before the court is whether the compliance with the procedural and statutory formalities applicable to share transfers, or whether the shares are vested 125 by transmission under operation of law, without the statutory formality of transfer. The one who is going to be legally empowered to carry out the task must also be resolved. [6]. The plaintiffs submit that the devolution of shares in Toong 130 Yuen (Ipoh) Sdn Bhd, following the death of Wong Kim, occurred by transmission under law, not transfer within the meaning of section 105(1) of the Companies Act 2016. Upon the grant of probate, legal title to the shares vested in the executor, by operation of law. The shares could later continue 135 to be passed by way of continued chain legal transmission to the beneficiaries with the consent of the executor which he had agreed to it. [7]. This position of the plaintiffs is based on the decision of the Australian Supreme Court of New South Wales in Re Kenzler 140 (1983) 7 ACLR 767, which held that such vesting does not require a transfer instrument, and that assent by an executor 5 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal finalises the transmission of the estate asset. His Lordship Justice McPherson J expressed the position in these words: " At the time of the request for registration the Act 145 was in force. It provided in s 95(1) that a company should not register a transfer of shares unless a proper instrument of transfer had been delivered to the company, adding however that "this sub-section shall not prejudice any power to register as a shareholder ... any person to whom the right to any shares 150 in ... the company has been transmitted by operation of law". The principal purpose of this provision was to prevent evasion of stamp or conveyance duty: cf Re Greene [1949] Ch 333 at 339, and this is borne out by the exception in favour of transmission 155 From the terms of the provisions referred to and from statements in the decided cases, it is clear that a distinction is drawn between a transfer of shares, and a transmission whether it takes place by will or on bankruptcy or otherwise by 160 operation of the law ... It is also, I think, clear from these authorities that restrictions on transfer are not ordinarily applicable to transmissions unless there is some compelling textual indication to the contrary in the articles themselves 165 As a matter of general principle, it seems to me that the process by which the applicant became entitled to her shares is properly described as one of "transmission" in which no "transfer" is involved. The principle is that a legatee takes title to the subject matter of the bequest by virtue of the will of 170 the deceased, and not by virtue of any act of the executor, and this is so whether the legacy is specific or merely residuary: see Williams & Mortimer: Executors Administrators & Probate, 6 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal at pp 848-850. It is true that, until the executor assents, the legatee has merely an inchoate right to the subject of the 175 bequest, but it is not the assent that operates to vest title in the beneficiary. As was said by Viscount Haldane in George Attenborough & Son v Solomon [1913] AC 76 at 83: "The transfer is not made by the mere force of the assent of the executor but by virtue of the dispositions of the will which have 180 become operative because of this assent." (pg 773) The document headed 'transmission' forwarded by the applicant's solicitors is therefore not to be regarded as an application for transfer of the shares from the executors, but 185 simply as a request implying their assent to the transmission from the deceased of legal title to the shares which by virtue of the will devolved on the applicant by operation of law. Article 22(b) operates, as I have said, only upon a 'proposed transfer' of shares, and consequently does not affect the right of a 190 legatee, such as the applicant, to transmission of the shares into her name. There being no other power in the article on which the directors could or did rely, the applicant was and is entitled to registration of the shares in her own name." 195 [8]. To put it simply, the court in Re Kenzler (supra) holds that a residuary legatee takes title to shares by virtue of the Will of the process is one of transmission by operation of law, not by 200 transfer, even if a document resembling a transfer form was submitted. The court found that such documentation did not alter the character of the legal process involved. 7 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal [9]. This principle was followed in Lee Eng Eow v Low Ah Lian & Anor [1992] 1 MLJ 678; [1991] 1 MLRH 704; [1991] 3 CLJ 205 131 shares were devolved to his beneficiary by operation of law under a will. The court did not require a formal share transfer, reinforcing that succession of shares in such circumstances constitutes a transmission and not a voluntary transfer. 210 [10]. The plaintiffs also rely on the case of Seah Teong Kang v Seah Yong Chwan [2015] SGCA 48; [2015] 5 SLR 792, where the Singapore Court of Appeal affirmed Re Kenzler (supra), holding that a legatee acquires an interest in shares under a will 215 gift and does not transform the process into a transfer. However, the court clarified that legal title is perfected only upon registration, even though beneficial title is transmitted upon assent. [11]. In United Renewable Energy Co Ltd v TS Solartech Sdn Bhd 220 [2020] 7 MLJ 141; [2019] 8 CLJ 721; [2020] 1 MLRH 266, the court held that United Renewable Energy Co Ltd (URE) became the lawful shareholder by transmission of shares through operation of law, not by transfer. The merger caused an automatic devolution of title from Solartech to URE without any 225 need for transfer documents. The court ordered rectification of the register to record URE as a shareholder by way of transmission. 8 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal [12]. The defendants submit that a transmission occurs only by 230 operation of law, such as upon the death of a shareholder or a bankruptcy event. However, once the legal title to shares has vested in the executor, any further act to register those shares into the names of beneficiaries under a will is not an automatic process of transmission. It is a voluntary disposition requiring a 235 proper instrument of transfer. The case of United Renewable Energy Co Ltd v TS Solartech Sdn Bhd [2020] 7 MLJ 141; [2019] 8 CLJ 721 (HC) is cited to reaffirm that transmission and transfer are conceptually different. The court explained that a transmission is an involuntary devolution of title that occurs by 240 operation of law, such as in death or bankruptcy. Whereas a transfer involves a voluntary act of two parties, the transferor and the transferee, requiring a proper instrument of transfer and stamping, and transfers must comply with stamping. [13]. The defendants primary reliance in on the case of Ng Chong 245 Wee v Ng Chong Geng & Sons [2022] MLJU 2289 (CA), where the Court of Appeal held that while the executor receives executor must thereafter execute a valid transfer instrument to effect the registration of those shares into the name of the 250 beneficiary. The case affirms the view that the act of moving shares from executor to beneficiary is not a continuation of transmission, but rather a new act of transfer requiring stamping 9 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal and company approval in accordance with the Articles of Association. 255 [14]. The defendants also based their argument on the Articles of Association of Toong Yuen (Ipoh) Sdn Bhd to show that transmission of shares can occur only once, to the personal representative (executor or administrator) of a deceased shareholder, not directly to beneficiaries. They cited Articles 260 20 25, which deal with transmission, and Articles 16 19, which govern transfer. I shall reproduce the relevant Articles here: 16. The instrument of transfer of any share in the Company 265 shall be the usual or common form and the transfer shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain a holder of the share until the name of the transferee has been entered in the register of members in respect thereof. 270 17. The Directors may decline to register any transfer of a share where (a) the Company has a lien on the share or (b) the proposed transferee is a person whom they do not approve, but clause (b) shall not apply where the proposed 275 transferee is already a member of the Company and in all cases the decision of the Directors shall be final and no reason need be assigned for refusal to register the transfer of any share. 10 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal 280 18. The transfer of any share must first be approved by the Directors and the Directors shall not approve any transfer to any outsider unless no existing member can be found, within 30 days from receipt of such notice of intention to transfer duly served on the Company, to buy up the share, Article 17 285 (b) notwithstanding. In case any difference shall arise between the proposing transferor and the intending purchaser, who is an existing member, as to the fair value of a share, the Auditor of the Company shall on the application of either party, certify in writing the sum which in 290 his opinion is the fair value, and such sum shall be deemed to be the fair value accordingly and in so certifying, the Auditor shall be considered to be an Expert and not as an Arbitrator and, accordingly, the Arbitration Ordinance 1950 (No. 12 of 1950) shall not apply. 295 19. Every instrument of transfer shall be left at the Office for registration, duly stamped and accompanied by the Certificate of the Shares expressed to be transferred, and such other evidence as the Directors may require to prove 300 the right of the transferor to make the transfer. All Powers of Attorney under which any instrument of transfer is executed shall be registered with the Company and a registration fee of One Dollar shall be paid in respect of each Power of Attorney. 305 TRANSMISSION OF SHARES. 20. On the death of any member (not being one of several joint holders of shares) the executors or administrators of such deceased, member shall be the only persons the 310 shares registered in the name of such member and in the 11 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal case of the death of any one or more of the joint registered holders of any shares, the survivors shall be the only persons recognised by the Company as having any title to or interest in such shares. 315 21. Any person becoming entitled to shares in consequence of the death bankruptcy or insolvency of any member (herein referred to as a person entitled by transmission) shall, within three months of becoming so entitled, produce to the 320 Company such evidence as may be reasonably required by the Directors to prove his title, and declare in writing his election either to be himself registered as a member or to have some other person named by him, registered as the transferee of such shares. A fee of one Dollar shall be paid 325 for registering any document produced under this article. 22. If any person entitled to any shares by transmission, shall give the required proof of his title, and shall declare his election to be himself registered as a member of the Company, the Directors may forthwith place his name upon 330 the Register in respect of the said Shares, and if such person aforesaid shall give the required proof, and nominate some other person to be registered, the person so nominating and the person so nominated shall respectively, as transferor and transferee, execute an instrument of 335 transfer, and the name of the transferee may forthwith be placed upon the Register in respect of the said Shares. 23. Until any person becoming entitled to any shares by transmission shall have complied with the terms of the 340 preceding Articles, the Company may retain any dividend declared upon such shares, and shall not be bound to 12 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal recognise the title of the person so claiming under such transmission, and if such person so becoming entitled to any partly paid shares shall not have complied with the terms of 345 the said Articles for a period of six months from the time of so becoming entitled the Directors may cause to be served on him a notice requiring him to comply with the notice, and stating that if he does not comply with the requirements of the said notice the shares in respect of which such notice is 350 given will be liable to forfeiture, and if the person on whom such notice has been served does not comply with the requirements thereof within the time named therein, the shares in respect of which the said notice was given shall be liable to be forfeited by a resolution of the Directors passed 355 at any time before the requirements of the said notice have [15]. The provisions of the Articles draw a clear and deliberate distinction between the concepts of transfer of shares and 360 transmission of shares, reflecting the separate legal origins and procedural consequences of each. The difference lies fundamentally in how ownership of shares moves from one person to another, either by a voluntary act of transfer (transfer) between living persons or by operation of law 365 (transmission) upon death or bankruptcy. [16]. Under Articles 16 to 19 of Toong Yuen (Ipoh) Sdn Bhd, a transfer of shares is treated as a voluntary act between a willing transferor and a transferee. It is contractual in nature and takes effect only upon compliance with specific formalities. The 370 instrument of transfer must be in writing, executed by both the 13 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal transferor and transferee, duly stamped, and accompanied by the original share certificate. The directors of the company exercise wide discretion to approve or reject such transfers. They may decline to register a transfer where the company has 375 a lien, or where the transferee is not an existing member. The Articles also impose a right of pre-emption, where the existing shareholders must first be offered the shares before any outsider may acquire them. In this way, the control of 380 and registration is the critical act that vests legal ownership in the transferee. Until then, the transferor remains the holder of the shares. [17]. By contrast, Articles 20 to 23 of Toong Yuen (Ipoh) Sdn Bhd deal with the transmission of shares, which arises automatically 385 by operation of law and not through any act of the parties. This situation occurs upon the death, bankruptcy, or insolvency of a member. In such cases, the company is required to recognise erson entitled to the shares. The executor must prove his title by 390 producing evidence and may elect either to be registered himself as a member or to nominate another person as transferee. Once the proof of entitlement is complete, the directors may register the executor without exercising any discretion, their role is essentially administrative, confined to 395 verifying the evidence. When the executor nominates another person, the law requires the execution of a transfer instrument. 14 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal Would a transmission of shares under Article 20 be allowed where the executor bypasses their own registration and directly nominates someone else? The answer is undoubtedly no. 400 Article 20 only permits the person entitled by transmission, that is, the executor or administrator, to elect either: (a) to be registered themselves as a member, or (b) to have some other person named by them registered as the transferee. The second option, however, does not amount to a further 405 transmission. It triggers the requirement for a proper transfer, which must comply with statutory formalities such as execution of Form 32A, payment of stamp duty, and approval by the [18]. In short, a personal representative may not bypass their own 410 registration and cause shares to be transmitted directly to a third party. Doing so falls outside the scope of transmission and constitutes a transfer. [19]. These provisions under Articles 20 to 23 underline that a transmission is not dependent on mutual consent but is a 415 statutory devolution of title, ensuring continuity of ownership [20]. The legal difference between the two processes ie. is material and substantial. A transfer is a consensual and voluntary transaction that depends 420 on the execution of a transfer instrument and the discretionary approval of the directors. A transmission, however, is 15 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal involuntary, arising automatically by law, and operates only in favour of the personal representative of the deceased or bankrupt shareholder. While transfer creates a new title in the 425 transferee, transmission continues the existing title in the hands of the executor until a proper transfer is affected to the beneficiaries. In short, the Articles of Toong Yuen (Ipoh) Sdn Bhd draw a clear distinction: a transfer is a private contractual act requiring director approval, whereas a transmission is a form 430 of legal succession that occurs automatically, without any exercise of discretion by the directors. [21]. The defendants submit that any subsequent vesting from executor to beneficiaries must follow the statutory transfer procedure under Section 105 of the Companies Act 2016, 435 requiring a duly executed and stamped transfer instrument. This procedure, the respondent points out, was followed correctly by the executor in transferring 612,413 shares in Toong Yuen to one of the beneficiaries, Loh Fook Wah, with the requisite stamp duty duly paid for the said transfer. 440 [22]. The respondents emphasised that the Articles, being contractual under Section 33 of the Companies Act 2016, bind all members, including the executor. Thus, the late Loh 445 plaintiffs. Instead, only a proper transfer with board approval and payment of stamp duty could vest those shares in beneficiaries. 16 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal Court finding for the vesting in beneficiaries is not a Transmission a Transfer 450 [23]. The court accepts the position that while the initial vesting of shares in an executor following the death of a shareholder constitutes a transmission by operation of law, the subsequent registration of shares into the names of the beneficiaries is not a further transmission, but rather a transfer 455 that must strictly comply with the section 105 Companies Act 2016 and the Articles of Association of the company. Section 105 Companies Act 2016 any shareholder or debenture holder may transfer all or any of his shares or debentures in 460 the company by a duly executed and stamped instrument of transfer and shall lodge the transfer with the [24]. In this regard, the court, even if it so desired, cannot disregard or sidestep the mandatory requirements of the written law. The 465 principle was clearly articulated by the Federal Court in Badiaddin bin Mohd Mahidin & Anor v Arab Malaysian Finance Bhd [1998] 1 MLJ 393; [1998] 2 CLJ 75; [1998] 1 AMR 909, which states: s a general rule, orders at a court of unlimited 470 jurisdiction may not be impugned on the ground that they are void in the sense that they may be ignored or disobeyed. However. if is well settled that even courts of unlimited jurisdiction have no authority to act in contravention law..." 17 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal 475 [25]. The reliance for this proposition by the defendants on Ng Chong Wee (supra), is binding on this court, where transmission operates solely in favour of the personal representative, and any further movement of shares must be by 480 transfer, not transmission. His Lordship Justice Hamid Sultan in Ng Chong Wee (supra) states: To put it simply, personal representative who is recognised by the company to have stepped into the shoes of the deceased is said to have been vested with the shares by 485 transmission. Personal representative having agreed to distribute the shares to the relevant beneficiaries according to law is a separate exercise and does not fall under the concept of transmission as envisaged usually by the Articles of Association as well as legislation. As we said earlier, if such 490 construction is allowed it may breach the 50 member rule [14] For example, if there are three (3) beneficiaries to the estate of the deceased and one of them is a personal representative, then only a transmission in the name of the 495 personal representative is permissible by operation of law. All the beneficiaries cannot as of right get their portion of the shares in the company to be registered in their individual name as of right, unless otherwise provided by the Articles of Association. 500 [15] For transmission, the requirement to fill up the transfer forms related to share transfer as well as payment of ad valorem stamp duty may not be a requisite. However, for transfer to be executed, share forms as well as ad valorem stamp duty may need to be paid. 18 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal 505 [16] In essence, transmission is related to the transmission of the shares to the personal representative. Transmission is not related to the beneficiaries of the estate. For that, the concept of transfer is involved see section 103(2). 510 [26]. Unlike transmission, which occurs automatically upon death, a transfer is a voluntary act involving the disposition of legal title. Once the executor is registered as a shareholder, the movement of shares to a named beneficiary under a will 515 requires execution of a proper instrument of transfer (Form 32A) and payment of stamp duty. These steps are not mere formalities. They ensure certainty in the shareholding structure internal register, which is prima facie evidence of title under 520 section 50 of the Companies Act 2016. [27]. In the present case, the plaintiffs place substantial reliance on Re Kenzler (supra) and Seah Teong Kang (supra), contending that a transfer from the executor to the beneficiary constitutes a continuation of transmission. However, those 525 authorities are merely persuasive, whereas Ng Chong Wee (supra) is binding on this court under the doctrine of stare decisis. [28]. In Ng Chong Wee (supra), the Court of Appeal clearly held that the personal representative must execute a transfer to effect the 530 Federal Court subsequently reversed the result, the principle of 19 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal law remains uncontradicted, were not reported and cannot be read as overruling the reported grounds of judgment by the Court of Appeal. In this regard, I find 535 Syahin Hafiy Danial Soh Ahmad Luptepi Amin v Mansur Yunus & Anor [2021] 8 MLJ 297; [2019] CLJU 1237, where Wong Kian Kheong J (as he was then), cautioned against reliance on cases without written judgments. His Lordship observed that, under the doctrine of 540 stare decisis, only a written judgment from a superior court possesses binding or persuasive force, as the ratio decidendi can only be identified by reference to material facts, the applicable laws, and the reasoning adopted by the court in reaching its conclusion. His Lordship states as follows: 545 [14] I am not able to accept the reference by the judgments have been delivered in the other cases. This is because from the view point of the stare decisis doctrine, only the ratio decidendi ascertained from a written judgment 550 of a superior court, has binding or persuasive effect. I refer to the judgment of Raja Azlan Shah FJ (as his Majesty then was) in the Federal Court case of Malaysia National Insurance Sdn Bhd v Abdul Aziz bin Mohamed Daud [1979] 2 MLJ 29 at 32 as follows: 555 However, I would once again emphasize what has so often been said before, that precedents are not to be slavishly followed; a case may be followed only for its strict ratio decidendi. (Emphasis added.) 20 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal Without a written judgment of a previous case, the court 560 cannot ascertain the ratio decidendi of the previous case by (a)the material facts of the case which give rise to the issue to be decided by the court; (b)the rule of law which has been applied by the court to 565 resolve the issue; and (c)the reasoning of the court in applying the rule of law to decide the issue in question. [29]. The plaintiffs cannot circumvent these requirements by 570 not alter the legal character of the transaction, which is that of a transfer. The c mandate strict compliance with registration procedures. 575 [30]. Accordingly, this court holds that the p compel the registration of shares without executing proper instruments of transfer and complying with the Articles of Association is legally unsustainable. Therefore, the prayers sought in the originating summons are not maintainable. 580 Probate and executorship challenge [31]. Even if the defendants main challenge were otherwise sustainable, their claim on outstanding debts and the plaintiffs lack of beneficial entitlement forms an independent ground for dismissing the application. 21 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal 585 [32]. The defendants contend that the second plaintiff, Loh Siew Ngoh, unlawfully withdrew funds from a joint Citibank Singapore account that she held with the deceased, Wong Kim. These funds, they claim, were estate monies held in trust and not for her sole benefit. The amount withdrawn allegedly exceeded her 590 rightful 1/6 share of the residuary estate. As for the third plaintiff, Loh Siew Lin, the defendants state she remains indebted to the estate in the sum of RM22,213,373 pursuant to a deed of assignment and must first settle this liability before receiving any distribution from the estate. The first plaintiff, Loh Siew 595 Choong, is accused of having procured the transfer of a half- share in land from the late Loh Kon Fah without his knowledge, prompting him to lodge a caveat and to declare that she holds the property as a constructive trustee for the estate. The defendants correctly argue that equity does not recognise a 600 presumption of advancement between mother and child, and therefore a resulting trust arises in favour of the estate [33]. In Chor Phaik Har v Farlim Properties Sdn Bhd [1997] 3 MLJ 188; [1997] 4 CLJ 393, they maintain that beneficiaries have no proprietary interest in an estate until administration is complete. 605 The Federal Court held: was clear that at the date of the execution of the sale agreements, the administration of the estate of the deceased had not been completed. It followed that until his 610 estate had been fully administered by the administrators and distribution made according to law, the beneficiaries had no 22 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal interest or property in the estate of the deceased so as to give them any title to the lands. Therefore, the beneficiaries could not have covenanted to convey any title to the 615 [34]. Given the serious dispute surrounding the validity of the Will, I am constrained to refrain from making any order for the registration or distribution of shares until the issue of 620 executorship is conclusively determined and the p alleged debts to the estate are duly ascertained and settled. This approach is consistent with the decision in Tan Ruy Mun v V Desaminium Jaya Sdn Bhd [2019] CLJU 1692; [2019] MLJU 1515, where Justice S. Nantha Balan emphasised that 625 the court should withhold such orders pending resolution of the probate and executorship issues. His Lordship states: [49] In my view, it does not follow automatically that just because the grant of probate has yet to be revoked that the 630 registered in the name of the plaintiffs as executors and trustees of the estate of the deceased despite the fact that the locus standi of the plaintiffs as executors and trustees of the estate is being challenged in separate proceedings (Suit 662). The correct position must be, that in a fit and proper 635 case, where there are exceptional circumstances, an application (for registration of shares per Section 109 of the Companies Act 2016) should, as a matter of justice, fairness and equity, be held in abeyance pending determination as to the validity of the grant of probate and/or the authenticity 640 of the impugned will. 23 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal [50] In my view, the fact that the impugned will is being challenged in. Suit 6.62 will directly affect the locus standi of the plaintiffs in OS477. Thus, if the impugned will falls (for any reason), the standing- of the plaintiffs in OS477 will 645 likewise fall. It logically follows that if OS477 is transferred and consolidated with- Suit 662, the ultimate effect will be that OS477 will have to abide by the outcome of Suit 662. Thus, even if a transfer/consolidation is ordered, a stay of OS477 is inevitable. 650 [52] As such, it follows that since all issues of and concerning the validity of the grant of probate and/or the authenticity, of the impugned will are matters that fall within the province of Suit 662, the ancillary application for registration of shares owned by the deceased (per OS477) 655 must be suspended until such time that the issue pertaining to the authenticity of the impugned will and the validity of the Conclusion [35]. Upon considering the evidence, submissions, and applicable 660 law, this court finds the p executor acquires shares by transmission under Section 109 of the Companies Act 2016 subsequent vesting in beneficiaries constitutes a transfer governed by Section 105, requiring a duly executed and 665 stamped instrument. The p Re Kenzler (supra) is rejected in favour of the binding authority of Ng Chong Wee (supra) (Court of Appeal). As the executorship of p 24 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal unresolved, it would be premature and legally improper to order 670 registration or distribution, and given the intra-family nature of the dispute, there shall be no order as to costs. Dated : 5 November 2025 675 [MOSES SUSAYAN] JUDGE HIGH COURT IN MALAYA AT IPOH, PERAK 680 Counsel : For the Plaintiffs : Elizabeth Lau (together with Ivan Wong) 685 Advocates and Solicitors [Messrs Elizabeth Lau] Kuala Lumpur For the Defendants : Rabinder Singh Juggeet Singh 690 Advocates and Solicitors [Messrs Rabin & Associates] Ipoh, Perak 25 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal Headnotes 695 Companies and corporations Shares Transmission and transfer of shares Whether shares devolving from deceased shareholder to beneficiaries under will constitute transmission or transfer Executor obtained probate and caused partial transfer of shares to 700 one beneficiary with stamp duty paid Executor later requested remaining shares to be registered in names of other beneficiaries without Form 32A or stamp duty Company refused registration required Whether Articles of Association restrict registration of 705 beneficiaries except through proper instrument of transfer Whether directors may exercise discretion in registration Whether court may override mandatory requirements of Companies Act 2016 and company Articles Companies Act 2016 ss 33, 50, 103, 105(1), (4), 109; Probate and Administration Act 1959 s 12. 26 S/N fgygBPejUuIa3zY3/JUew **Note : Serial number will be used to verify the originality of this document via eFILING portal