Malaysia Case Law: Decisions & Judgments

Topic

Personal liability of directors

Legal area

Court

17 Dec 2025

ARCO CORPORATE ADVISORY SDN BHD 1. ) PPFB SDN BHD 2. ) PPFB RETAIL SDN BHD 3. ) SYED MUHAMMAD ADAM BIN SYED ZAINAL ABIDIN 4. ) MUHAMMAD AMIESH BIN MOHD REMMY 5. ) ZHAFRI BIN ZULKIFLI 6. ) MUHAMMAD SAIFULLAH BIN NOR AZMI 7. ) MUHAMMAD SHARAW

Citation

BA-22NCvC-463-11/2024 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-463-11/2024 (Mahkamah Tinggi)

The claim against the 3rd, 5th and 9th Defendants discloses no reasonable cause of action because the pleadings only allege corporate conduct without material facts showing personal involvement, personal assumption of responsibility, or any basis to lift the corporate veil; the pleadings are collectively framed, lack requisite particularity, amount to an abuse of process, and the defects are substantive and not curable by amendment; therefore the striking out applications are allowed.
4 Dec 2025

1. ) MY DENTAL CARE SDN. BHD. 2. ) ZEEFITRI SANIAH BINTI BIDIN 3. ) ASLAM BACHO 4. ) MDC ASIA LINK BERHAD 1. ) MUHAMMAD FADLI BIN EMBONG 2. ) Aida Adlina Binti Mohamad 3. ) Dzulqarnain Bin Ahmad Iskandar Shah 4. ) Muhd Fadzli Amin Bin Muhd

Citation

BA-12ANCC-33-08/2025 (Mahkamah Tinggi)
Court

High Court
Case number

BA-12ANCC-33-08/2025 (Mahkamah Tinggi)

The Court held the Mutual Agreement was valid and binding because acceptance was effectively communicated by the parties' conduct and correspondence; the Mutual Agreement governs the plaintiffs' claim and obviates re‑litigation of background investment arrangements; summary judgment was appropriate because the defendants' challenges raised no triable issues of merit; the 3rd and 4th defendants cannot be held personally liable absent personal guarantees or proof of fraud.
22 Jul 2024

GEODIS MALAYSIA SDN BHD 1. ) KANG BENG KOON 2. ) POH FEI FEN 3. ) TANDEM MALAYSIA HOLDINGS SDN BHD

Citation

BA-22NCC-13-01/2022 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCC-13-01/2022 (Mahkamah Tinggi)

On the balance of probabilities the judge found D1, as directing mind of TGL, knowingly carried on business with intent to defraud the Plaintiff, the corporate veil was lifted and D1 was personally liable for the overpaid sum; D2's dishonesty was not proven and D3, being a company, is not a 'person' under s.540 for the cause of action against it.
30 Mar 2022

Q & W ENGINEERING 1. ) BESTARI TERRACE SDN BHD 2. ) HO SOON HENG 3. ) HO SWEE SHENG

Citation

JA-A52NCC-339-08/2019 (Mahkamah Sesyen)
Court

Sessions Court
Case number

JA-A52NCC-339-08/2019 (Mahkamah Sesyen)

On the balance of probabilities plaintiff failed to prove fraud, dishonest intent or exceptional circumstances necessary to pierce the corporate veil; the cheques and settlement negotiations were bona fide business arrangements (two cheques cleared, others were not pursued by plaintiff), the claim against directors was an afterthought and no leave was sought to proceed against a wound-up company; therefore claims against Defendants 2 and 3 fail and are dismissed.
15 Dec 2021

ONE GASES SDN BHD MARINE FABRICATION TECHNOLOGY SDN BHD

Citation

BA-22NCVC-593-10/2016 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCVC-593-10/2016 (Mahkamah Tinggi)

Ex parte leave to apply for committal was set aside because (1) there was non‑compliance with Order 45 r 7—no evidence the consent judgment and Form 83 penal notice were personally served on the directors/officers sought to be committed; (2) the consent judgment was essentially a monetary judgment and therefore not appropriate to be enforced by committal against directors absent personal undertakings; and (3) there was undue delay in instituting committal proceedings, rendering the grant of leave inappropriate.
16 Feb 2021

NESB CONSTRUCTION SDN BHD TRASPADU ENGINEERING (M) SDN BHD & SATU LAGI TRASPADU ENGINEERING (M) SDN BHD & SATU LAGI NESB CONSTRUCTION SDN BHD

Citation

WA-12AC-18-10/2019 & WA-B52C-25-07/2018 (Mahkamah Tinggi)
Court

High Court
Case number

WA-12AC-18-10/2019 & WA-B52C-25-07/2018 (Mahkamah Tinggi)

The High Court upheld the Sessions Court's finding of liability against the First Appellant because the trial judge properly appreciated the evidence establishing the subcontracting arrangement and payments pattern (97%-3%), and the Appellants failed to rebut the claims or prove their counterclaim; however the finding of personal liability against the Second Appellant was reversed because mere agency or alter-ego conduct in administering payments is insufficient to impose a constructive trust or personal liability absent unconscionable appropriation or pleaded legal basis; an alternative reme…
10 Mar 2020

1. ) 1. Mercury Securities Sdn Bhd 2. JF Apex Securities Berhad 2. ) Pinerains Sdn Bhd 1. ) 1. Concrete Parade Sdn Bhd 2. Pinerains Sdn Bhd (By Original Action) 2. ) 1. Mercury Securities Sdn Bhd 2. JF Apex Securities Berhad 3. Apex Equity

Citation

24NCC-345-06/2019 (Mahkamah Tinggi)
Court

High Court
Case number

24NCC-345-06/2019 (Mahkamah Tinggi)

The applications to strike out were dismissed because the counterclaim was not plainly and obviously unsustainable: the trial judge had already found the shareholders' circular misleading and recognised a directors' duty to disclose; whether that duty extends to individual shareholders and whether directors are personally liable are fact questions requiring viva voce evidence and further submissions; the counterclaim therefore contains sufficient particulars and locus standi and must proceed to trial.

Malaysia Case Law

ARCO CORPORATE ADVISORY SDN BHD 1. ) PPFB SDN BHD 2. ) PPFB RETAIL SDN BHD 3. ) SYED MUHAMMAD ADAM BIN SYED ZAINAL ABIDIN 4. ) MUHAMMAD AMIESH BIN MOHD REMMY 5. ) ZHAFRI BIN ZULKIFLI 6. ) MUHAMMAD SAIFULLAH BIN NOR AZMI 7. ) MUHAMMAD SHARAW

1. ) MY DENTAL CARE SDN. BHD. 2. ) ZEEFITRI SANIAH BINTI BIDIN 3. ) ASLAM BACHO 4. ) MDC ASIA LINK BERHAD 1. ) MUHAMMAD FADLI BIN EMBONG 2. ) Aida Adlina Binti Mohamad 3. ) Dzulqarnain Bin Ahmad Iskandar Shah 4. ) Muhd Fadzli Amin Bin Muhd

GEODIS MALAYSIA SDN BHD 1. ) KANG BENG KOON 2. ) POH FEI FEN 3. ) TANDEM MALAYSIA HOLDINGS SDN BHD

Q & W ENGINEERING 1. ) BESTARI TERRACE SDN BHD 2. ) HO SOON HENG 3. ) HO SWEE SHENG

ONE GASES SDN BHD MARINE FABRICATION TECHNOLOGY SDN BHD

NESB CONSTRUCTION SDN BHD TRASPADU ENGINEERING (M) SDN BHD & SATU LAGI TRASPADU ENGINEERING (M) SDN BHD & SATU LAGI NESB CONSTRUCTION SDN BHD

1. ) 1. Mercury Securities Sdn Bhd 2. JF Apex Securities Berhad 2. ) Pinerains Sdn Bhd 1. ) 1. Concrete Parade Sdn Bhd 2. Pinerains Sdn Bhd (By Original Action) 2. ) 1. Mercury Securities Sdn Bhd 2. JF Apex Securities Berhad 3. Apex Equity