• Join over 1.2 million students every month
  • Accelerate your learning by 29%
  • Unlimited access from just £6.99 per month

Companies Act 1957

Extracts from this document...


COMPANY LAW Companies Act 1957 It is an act to provide for the incorporation and registration of companies in Brunei, to control and regulate the relation between members of a company and its creditors and the company and between the company and its creditors and the public, to provide for the conditions under which companies incorporated outside Brunei may carry on business in Brunei and generally to control the functioning within Brunei of companies registered locally or carrying on businesses within Brunei. The Companies Act is enacted on 1st January 1957. this applies to every company registered in Brunei irrespective of the place or places where the business of such company may be carried on. Rules and Fees (General Rules) 1) The Chief Justice may, with the occurrence of His Majesty make general rules for carrying into effect the objects of this Act so far as relates to the winding up of companies, and also rules for the purposes of this Act generally, including rules as to costs. 2) Minister of Law with the approval of His Majesty The Sultan and Yang Di-Pertuan: a) the manner in which applications by persons desirous of being placed upon the authorized list of auditors shall be made; b) ...read more.


Articles must : a) be printed; b) be divided into paragraphs numbered consecutively; c) bear the same stamp as if they were contained in a deed; d) be signed by each subscriber of the Memorandum of Association in the presence of at least one witness who must attest the signature. Minority Protection Concerning whether the Company Law in Brunei should be updated or not, yes, it needs updating. There are several important sections in the Companies Act that has not been included in the Brunei Laws yet. One of them is Minority Protection. There are two factors that affect the ability of minority shareholders to enforce the rights of a company in respect of harm the company has suffered: ? The principle of majority rule. The majority rule acknowledges that a company is governed by the will of the majority of the shareholders. The court will not allow minority shareholders to start litigation in respect of an issue to which the majority shareholders can subsequently grant their approval (Foss v. Harbottle). If the thing complained of is a thing which in substance the majority of the company is entitled to do regularly or if something has been done illegally which the majority is entitled to do legally, there is no use in having the matter litigated. ...read more.


Another course of action is the representative actions. This is appropriate where a shareholder brings an action on behalf of both himself and other persons, to enforce their collective personal rights. The relief sought will therefore be beneficial to all those persons represented by the plaintiff. Any judgment obtained in respect of a representative action binds all persons so represented. The function of this procedure is obviously to prevent duplicity of actions in respect of the same issue. And the third action that can be brought by a minority shareholder is the derivative actions. A derivative action can be used to enforce the rights of the company against majority shareholders. However, a derivative action cannot be brought by a shareholder who participated in the wrongdoing. Judgment is given in favour of the company. The individual plaintiff or applicant does not, therefore, directly benefit if the action is successful. The company must be joined in the action, and may be ordered to indemnify the shareholder who acted on its behalf for his legal costs in the action if it is a reasonable and prudent course to take in the circumstances. If the company asks the court to strike out a derivative action, prior to commencement of proceedings, the action will be allowed to continue only if allegations in the statement of claim justify a derivative action and a prima facie case is provided. 1 ...read more.

The above preview is unformatted text

This student written piece of work is one of many that can be found in our University Degree Other Jurisdictions section.

Found what you're looking for?

  • Start learning 29% faster today
  • 150,000+ documents available
  • Just £6.99 a month

Not the one? Search for your essay title...
  • Join over 1.2 million students every month
  • Accelerate your learning by 29%
  • Unlimited access from just £6.99 per month

See related essaysSee related essays

Related University Degree Other Jurisdictions essays

  1. State of tort law in India.

    Or, she may be a career woman, earning wages. The loss of future earnings for a baby is so speculative that I am tempted to accept the suggestion of counsel for the defendants. This suggestion is, however, contrary to present practice.

  2. HIV/AIDS, Women's Human Rights and the Declaration of Commitment on HIV/AIDS: The principal obstacles ...

    Nevertheless, men have traditionally been dominant in Georgian society. Especially important is the fact that there is no special educational programmes conducted in the society aimed at overcoming negative stereotypes of the woman's role in the family and society, since it is generally accepted that problems of this kind do not exist in and are not typical for the country.

  1. International Human Rights Laws - North Korea.

    in China."50 Some refuge workers claim the crackdown on both sides of the border began around December 5, when two pastors, the Revered Choi Bong Il and the Reverend John Daniel Choi, from North Carolina, were tried on charges of human trafficking.51 One way that China is attempting to strangle

  2. The law of partnership

    acted in good faith not thinking their own benefit but the business interest. They must give John the opportunity to defend himself as good faith requires that. But in Green v Howell11 the court rejected this approach. A partner was expelled for admittedly flagrant breaches of the agreement under the allowance of a clause.

  1. Outline the laws and government policies that have shaped and continue to affect Indigenous ...

    or that rape is not as hurtful nor considered as serious by Aboriginal women'22. In R v Mingkilli police aides and a police warden were drunk on duty and raped an Aboriginal women that they were holding in custody. Sergeant Berry gave evidence on their behalf that there was no crime of rape known to the community concerned.

  2. 'Cyber space' is completely independent from 'Real space'.

    In cyber world most of the things occur independently and are mostly non-negative transmission rates. Cyber space Real space Absolute Relative Unbounded Bounded Intangible Material Dynamic Static Homogenous Heterogeneous Ref: www.sciscoop.com/story/2003/8/6/14656/01463 - 35k accessed on 13th march 2004. 2.1. Relationship The real life time relationship is not possible in cyberspace.

  1. Hong Kong Constitutional Law - in order to combat cross-border crime in an effective ...

    The Fugitive Offenders Ordinance ("FOO") which governs the arrangements for the surrenders of fugitive offenders between Hong Kong and foreign countries (exclude the Mainland China)94 has adopted the listing approach in defining the meaning of extraditable offences. Whereas in China, the eliminative approach has been adopted in all the extradition treaties signed between the Mainland and other countries.

  2. Arrest under CrPC, India. To make sure that the power to arrest is ...

    than 24 hours without judicial scrutiny, right to consult a legal practitioner, right of an arrested indigent person to free legal aid and to be informed about it. It leads to an irresistible conclusion that the power to arrest a person accused of a cognizable offence is not unfettered and

  • Over 160,000 pieces
    of student written work
  • Annotated by
    experienced teachers
  • Ideas and feedback to
    improve your own work