Malaysia Case Law: Decisions & Judgments

Topic

Articles of association

Legal area

Court

27 Feb 2026

1. ) TAY KENG PIAU 2. ) TAY KENG AIK 3. ) KU SUAT CHENG @ KHOO SUAT CHENG GOLDEN RADIUS SDN BHD

Citation

MA-24NCC-14-06/2025 (Mahkamah Tinggi)
Court

High Court
Case number

MA-24NCC-14-06/2025 (Mahkamah Tinggi)

Plaintiffs failed to establish a legal basis to compel registration: the alleged trust was not evidenced or recorded and Companies Act s110(4) and the company's Articles (Article 6) prevent recognition of such trusts by the company; Article 23 and directors' discretion lawfully permitted refusal to register and there was no evidence of mala fides, therefore there is no basis under s107 to order registration.
31 May 2024

KEE HIN VENTURES SDN BHD 1. ) Great Partners Industries Ltd 2. ) APEX LEADER (HK) LTD 3. ) ONG WAN BING @ KIE TJHAN

Citation

W-02(NCC)(W)-646-04/2022 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(W)-646-04/2022 (Mahkamah Rayuan)

The Court allowed the appeal in part: it held the High Court erred in applying the arbitral Award to bind the appellant and in awarding pre‑judgment interest to the Respondents in a manner inconsistent with the appellant's Articles of Association (Article 100); however the Court found the 31 March 2017 letter constituted a clear and unequivocal acknowledgement of the debt under s.26(2) Limitation Act 1953, so the claim for the 2013 dividend was not time‑barred. The High Court's order awarding pre‑judgment interest was varied accordingly and other declaratory claims dismissed as set out in the…
5 Jul 2022

Abdul Malek Faisal bin Mohd Hyffny 1. ) Shaikh Markhzan Jalani 2. ) Syed Zainal Abidin bin Syed Mohamed Tahir 3. ) Minsyam Sdn Bhd

Citation

B-02(NCC)(A)-1603-08/2021 (Mahkamah Rayuan)
Court

NCC
Case number

B-02(NCC)(A)-1603-08/2021 (Mahkamah Rayuan)

The EGM convened and concluded before the mandatory 15‑minute waiting period deprived the appellant, the chairman and director, of his contractual and statutory rights to attend, to chair and to be heard; that procedural breach was capable of causing substantial injustice and the court refused to exercise the curative power in s.582 CA 2016. The resolution removing the appellant is therefore invalid and null and void.
26 Aug 2021

1. INTERPLEX HOLDINGS SDN BHD 2. INTERPLEX SDN BHD 3. ITN RESOURCES SDN BHD 4. DAN 1 LAGI 1. TOSHIBA ELEVATOR AND BUILDING SYSTEMS CORPORATION 2. MS ELEVATOR SDN BHD 3. MS ELEVATOR ENGINEERING SDN BHD

Citation

22NCC-694-12/2019 (Mahkamah Tinggi)
Court

High Court
Case number

22NCC-694-12/2019 (Mahkamah Tinggi)

The application for summary disposal was dismissed because the status and effect of the Side Letter could not be resolved by document construction alone; the factual matrix surrounding the Side Letter was material and required examination, so the questions were not suitable for final determination under Order 14A ROC.
16 Aug 2021

PERDANA PETROLEIUM BERHAD (Formerly known as Petra Perdana Berhad) )Company No. 372113-A) 1. TENGKU DATO' IBRAHIM PETRA BIN TENGKU INDRA PETRA 2. DATIN CHE NARIZA HAJJAH HASHIM 3. WONG FOOK HENG 4.TIONG YOUNG KONG

Citation

W-02(NCC)(A)-1194-06/2019 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(A)-1194-06/2019 (Mahkamah Rayuan)

Respondents failed to prove Article 170 was incorporated into their contracts of appointment because there was no evidence of appointment 'on the footing of the articles' or any other material establishing incorporation; consequently Article 170 could not be enforced by them as directors. Section 289 CA2016 is permissive and does not itself provide an independent right to indemnity. The indemnity claim in respect of Suit 735 was previously adjudicated and is barred by res judicata; the 1st respondent is not entitled to indemnity for Suit 1057 because he remained liable. Therefore the High Cou…
29 Mar 2021

DATO' SHUN LEONG KWONG DATO LEE CHIN HWA

Citation

WA-22NCC-84-03/2021 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-84-03/2021 (Mahkamah Tinggi)

The injunction was refused because the plaintiff failed to establish a bona fide serious issue to be tried on the existence and enforceability of the alleged 26 January agreement; statutory shareholder rights to convene meetings and to vote to remove directors cannot be impliedly ousted by a private agreement; the balance of convenience favored the defendant and damages were an adequate remedy for any loss.
23 Feb 2021

1. KO BYOUNG SOO [Passport No.: M30940049] 2. HAN KYUNG JA [Passport No.: M83269815] 3. KO SUNG HWAN [Passport No.: M79679868] 1. HENG HUP METAL SDN BHD [Company No.: 823970 - X] 2. PERFECT SLRESOURCES SDN BHD [Company No.: 1121681 - V] 3.

Citation

WA-22NCC-616-12/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-616-12/2020 (Mahkamah Tinggi)

The injunction application was dismissed because the Shareholders' Agreement was not incorporated into the 4th Defendant's Articles of Association and therefore did not bind non‑party shareholders or directors; the board resolutions were valid under the company's Articles; the plaintiffs failed to demonstrate inadequacy of damages or that the named defendants could comply; accordingly equitable relief was not justified.
3 Feb 2021

Padda Gurtaj Singh Tune Talk Sdn Bhd & 2 Lagi

Citation

WA-24NCC-421-09/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-421-09/2020 (Mahkamah Tinggi)

A valid and enforceable arbitration agreement in Clause 16 of the Shareholders' Agreement covers the dispute over registration of the 236,438 shares; under s.10 Arbitration Act 2005 the court must stay the proceedings and refer the parties to arbitration because the arbitration agreement is not null, void, inoperative or incapable of being performed; therefore the stay is ordered and the 1st Defendant must refer the matter to arbitration.
24 Nov 2020

Ter Thian Tin 1. Ter Wei Hong 2. Lee Saik Choo 3. Ter Siew Lan 4. Lim Suk Yee 5. Ter Chin Heng

Citation

WA-22NCC-256-06/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-256-06/2020 (Mahkamah Tinggi)

The 4 March 2020 appointments were valid because they were passed at a physical board meeting and governed by Articles 80 and 82 rather than Article 90; the plaintiff had notice, sent a representative, participated in subsequent board business and signed documents thereby acquiescing and being estopped from challenging the appointments; the injunction application failed as there was no bona fide serious issue to be tried and the relief sought would unlawfully interfere with internal company management; the claim was an abuse of process and was properly struck out under Order 18 r 19.
31 Oct 2019

1. HENG TANG HAI (NRIC NO.: 610918-01-5539) 2. NG TAK KEE @ WONG TAK KEE (NRIC NO.: 640417-10-5955) 1. DATO’ DR GUE SEE SEW (NRIC NO.: 530503-04-5189) 2. TAN YEAN CHIN (NRIC NO.: 680229-07-5177) 3. LIEW SHAW SHONG (NRIC NO.: 680911-12-5595)

Citation

WA-24NCC-168-04/2019 (Mahkamah Tinggi)
Court

High Court
Case number

WA-24NCC-168-04/2019 (Mahkamah Tinggi)

Article 15 of the Articles of Association does not invalidate private shareholders' agreements or trust arrangements between the parties; the Shareholders' Agreement, Company Policy and 2013 Trust Deeds are valid and enforceable between the parties, Article 71B is satisfied by beneficial ownership, and the Plaintiffs failed to prove any contravention of public policy or MOF guidance; therefore the Originating Summons and the interlocutory injunction were dismissed with costs.