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Introduction To Business Entities In Malaysia Slides

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A. Introduction Of The Course, The Course Learning Outcome, Topic Covered In Law Of Associations And Company I

B. Introduction To Business Entities In Malaysia

Types Of Business Entities

Characteristics

Sources

Week 1 involved an overview of the course, including the course learning outcomes and the topics that will be covered in the subject of Law of Associations and Company I. In the context of business entities in Malaysia, I also gained knowledge about distinguishing features, such as the disparities between sole proprietorship, limited liability partnerships (LLP), general partnerships, and companies. We delved into aspects like the appearance of company names, legal status, capital contributions, and other pertinent differences.

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Name: Nur Syaza Irdina Bt. Mazrul Amran

Age: 22

Born & Bred: Pusat Perubatan Universiti Malaya (PPUM), Kuala Lumpur

No. Contact: 0133398376

Email: Nursyazairdina01@gmail.com

Hobby: I have many hobbies, but currently, I love to go healing since degree life is stressful. And I also like to play bowling nowadays.

Special skills: I think that I have good presentation and public speaking skills. I entered a few competitions before, especially during my secondary school time; I entered pidato, debate, sajak, pantun. During my degree time here, I also engaged in mooting and entered one International Model United Nations (IMUN) conference. Other than that, I would say that my voice is also good when I sing and I also can draw nicely. I love to think critically, but I hate to memorize.

My Parents' Profession: My father is a technician, while my mother is a statistics officer

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Name of my previous SPM school: SMK. St. Bernadette’s Convent, Batu Gajah, Perak.

SPM grades: 6 A’s

Name of my previous pra-university institution: Centre of Foundation Studies, UiTM Dengkil.

Pra-university CGPA: 3.85

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Vision:

To embody and inspire excellence in every aspect of my life.

Mission:

My mission is to strive for excellence in all endeavours and always to hold myself to a high standard. To me, this means always putting in maximum effort and trying to be the best I can be each and every day.

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Social Network Forum Discussion (Lex Theatre)

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Topic Learned:

Formation Of A Partnership

1. Nature And Characteristics Of A Partnership

2. Definition Of A Partnership And Its Differences With Other Types Of Business Organization

3. Rules Of Determining Partnership - Section 4 Of The Partnership Act 1961

4. Partnership Agreement

5. Capacity

6. Types Of Partners

Our study focuses on understanding partnerships in Malaysia. We defined what a partnership is and highlight how it differs from other business types. We also explored the rules for recognizing partnerships, as outlined in Section 4 of the Partnership Act 1961.

Moving forward, within this topic, we also categorized and elucidated the various types of partners that can be involved in a partnership, which offers a comprehensive understanding of how these relationships are structured within the Malaysian context.

Study Method: I took detailed notes that summarised important concepts, definitions, and key points. This will serve as a valuable reference when revising and reinforcing my knowledge, especially during the final season.

Tasks and Activities: We have been given a task in Kelip on Social Network Forum Discussion (Lex Theatre) to assess if a partnership existed between Mark Zuckerberg and Eduardo Saverin.

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Topic Learned:

Liability of the Firm to Third Parties

Agency in a partnership

Authority of a partner(actual, implied, apparent)

Joint & several liability

Liability of partners in torts, crimes, contracts

In Week 3, our focus centred on the liability of the firm to third parties. We delved into the concept of agency within a partnership and understood the various concepts of authority held by partners, including actual, implied, and apparent authority. Additionally, we also explored the concept of joint and several liability and examined the legal responsibilities of partners in different contexts, encompassing liability in torts, crimes, and contracts.

Tasks and Activities: We have been assigned the task of drafting our firm's profile, which serves as a preliminary step before crafting the actual partnership agreement. This provides an opportunity for us to practice and select the most suitable name for the company and roles for the members of the group within the company.

Study Method:

Engaged in group discussions with fellow groupmates to clarify any doubts or questions related to the topic.

Break down the task of drafting the firm's profile into manageable components such as company name, roles, mission, and values that need to be addressed.

Conducted research on successful firm profiles to gain inspiration and insights.

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Tutorial on Partnership Law (Sections 3 & 4 of the Partnership Act 1961)

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Topics Learned:

A. Relations Of Partners With Persons Dealing With Them

Misapplication Of Money And Property

Improper Employment Of Trust Property For Partnership Purposes

Duration Of Liability

Holding Out

B. Partnership Property

Property in a partnership business

Nature of a partner’s interest in the property

Procedure against partnership property

We've explored how partners interact with external parties. This includes understanding scenarios like the misapplication of money and property, instances where trust property is used improperly for partnership purposes, the duration of partners' liability for partnership debts, and the concept of "holding out," where a person falsely represents themselves as a partner. Additionally, we delved into the concept of partnership property, where we analysed its diverse forms, the nature of a partner's interest in such property, and the procedural aspects involved in dealing with partnership assets.

Tasks and Activities:

We have been provided with several tutorial questions related to Partnership Law, specifically addressing the content found in Sections 3 & 4 of the Partnership Act 1961.

Study Method: Engaged in discussions and group study sessions with fellow students to explore different perspectives, and share insights.

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Topic Learned:

Relations of Partners with one another

Rights & Duties of Partners

Duty of Good FaithnImportant element in a relationship between partners

Partnership Property

In Week 5, we've learned about the relationships between partners within a partnership. This encompasses an exploration of the rights and duties that partners hold towards one another, with a key focus on the duty of good faith, which is vital for building trust. We've also looked at partnership property, which consists of the assets owned by the partnership.

Tasks & Activities: We've been tasked with discussing the principle of unlimited liability within partnerships and how it led to the dissolution of all branches of Arthur Andersen as a consequence of the Enron scandal.

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Topic Learned:

Dissolution of Partnership (Part 5 of Partnership Act 1961)

Methods of Dissolution

Dissolution by agreement

Dissolution without the Court’s intervention

Dissolution by Court

Consequences upon dissolution

Guest Lecture: The Formation of Business in Legal Service, sharing experience from MAHA by Tuan Mohd Mu'az Mohd Nawawi

We've delved into the topic of the dissolution of partnerships, as outlined in Part 5 of the Partnership Act 1961. This study encompassed various methods of dissolution, including dissolution by mutual agreement among partners, dissolution without the need for court intervention, and dissolution through legal proceedings in court. We've also explored the significant consequences that follow the dissolution of a partnership.

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Topic Learned:

Introduction To Company Law

Types Of Company

Structure of a company

Sources of Law

Classification of Companies

In our study of Company Law for Week 7, we've covered the basics of different business entities, including sole proprietorships, partnerships, limited liability partnerships (LLPs), and companies, exploring their structures, legal sources, classifications, and the formation process.

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Mid Sem Break.

Study Method: During the semester break, I dedicated time to study several topics in company law. Specifically, I created detailed notes to facilitate easier reference and enhance my memorization capabilities for the upcoming final exam. This approach allowed me to ensure that I would have ample time for preparation and avoid the risk of insufficient study time during the final exams.

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Topic Learned: Effect Of Incorporation

This topic encompasses an examination of the legal and practical consequences that arise when a business entity undergoes the process of incorporation, transforming it into a distinct and separate legal entity from its owners.

Study Method: I have tested my knowledge through self-assessment quizzes or questions focusing on dissolution scenarios. This will help me gauge my understanding and identify areas that require further study.

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Topic Learned:

Promoters And Pre-Incorporation Contracts

Duties of a Promoter

Remedies for breach of promoters’ duties

Pre-incorporation contracts

We've covered the duties of promoters, which entail their fiduciary obligations to act in the company's best interests. We've also delved into the legal remedies available in case of breaches of these duties, particularly focusing on situations where a promoter is involved in the preparation of a prospectus. Additionally, we also examined the concept of pre-incorporation contracts, elucidating that these are agreements entered into by promoters on behalf of a company before its formal incorporation.

Study Method: Regularly tested my knowledge by attempting questions or exercises that required me to analyze and apply legal principles. This reinforced my ability to recall and apply what I've learned.

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We are in the process of creating a partnership agreement for a law firm named "Sypis Advocates & Solicitors," comprising six partners in total. This partnership agreement aims to comprehensively address various scenarios outlined in Part 2, 3, 4, and 5 of the Partnership Act 1961. Sypis Advocates & Solicitors has firmly established itself as a leading legal firm in Malaysia, specializing in dispute resolution, with a primary focus on arbitration, family law and mediation, bankruptcy and insolvency, as well as contractual disputes. The name 'Sypis' symbolizes the unity of our firm, forged through the collaboration of all our partners.

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We were given the task of creating an e-portfolio using Padlet as a means to reflect upon our academic journey throughout the semester. This e-portfolio was designed to encapsulate various essential elements of our learning experience. Firstly, it featured a section dedicated to introducing ourselves, encompassing personal details and outlining our vision and mission.

The e-portfolio also included a comprehensive compilation of our weekly activities, where we meticulously explained each exercise we undertook during the semester for this subject. These activities ranged from those instructed by our lecturer to those pursued through self-study.

Furthermore, we showcased our project work, particularly the process of drafting the Partnership Agreement, e-portfolio, and so on. Lastly, in the reflection section, we penned our thoughts and insights about the subject matter which emphasize the knowledge gained in this course and its relevance in our personal and professional lives. This reflective exercise aimed to foster a deeper understanding of the subject's significance and its impact on our educational journey. Additionally, we also need to record our e-portfolio and provided explanation of its contents through platforms like YouTube.

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Before embarking on the partnership agreement project, we were tasked with preparing a preliminary draft of our firm's profile. This exercise was designed to facilitate discussions and decisions regarding critical aspects such as the company's name, the scope of our business activities, and the allocation of roles among our members. It served as a practical exercise which allow us to make informed choices before formalizing the actual partnership agreement. We also designated the managing partners and identified the roles of other partners within the firm. To provide a comprehensive overview, we gathered and presented each partner's academic background, skills, and professional experience. Furthermore, we compiled a list of our collective areas of expertise to enable us to define a suitable range of business activities for our firm.

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I want to express my gratitude and appreciation for the outstanding efforts and teamwork exhibited by the six members of my company project group, which consists of;

1. FATIN NURIZZAH ATHIRAH BINTI ISMAIL

2. NAZATUL NAJWA BINTI KAMARUZAMAN

3. NURAFIKA BINTI CHARLIE

4. NURBALQIS NAJWA BINTI HANIZAR

5. NURSYAZA IRDINA BINTI MAZRUL AMRAN

6. QISTINA BATRISYIA BINTI MOHD NAZMI

They have truly been incredible teammates, and their diligence has been instrumental along the way. Throughout our projects, there were numerous challenges and tight deadlines that initially seemed insurmountable. However, the hardworking attitude of these remarkable individuals have proven that even the most daunting of tasks can be conquered.

I am truly fortunate to have had the privilege of working alongside such a talented group of individuals. Thank you all for your hard work, dedication, and for being an integral part of our projects together. Looking forward to work with all of these individuals again, in future.

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This semester's course for Law of Associations and Company has been a profound learning experience, where I've gained a comprehensive understanding of fundamental principles and key aspects of company and partnership law. The course has provided me with a strong foundation in partnership law which explores areas such as partnership formation, internal relations among partners, and their interactions with third parties. Additionally, it delved into the dissolution of partnerships which sheds light on the critical factors leading to their termination. Moreover, not only did I learn partnership law, but the course has extended its scope into company law which covers various facets, including the classification of companies, pre-incorporation contracts, promoters, and the concept of a separate legal entity.

Throughout this course, I've gained an understanding of the essence of 'company law' and the contextual framework in which it operates. It's been enlightening to delve into the distinctions among different business entities, namely Sole Proprietor, Llp, General Partnership, and Company in Malaysia. These entities differ significantly in various aspects, with one of the most striking distinctions being their legal status. For instance, a company enjoys the status of a separate legal entity, distinct from its owners, while a general partnership does not have this separation, and its partners are directly liable. Additionally, the entity name appearances have proven to be a crucial differentiator as well. Companies in Malaysia are required to end their names with "sdn bhd" or "bhd," whereas LLPs need to conclude with "PLT (perkongsian Liabiliti Terhad)." These seemingly subtle details have a profound impact on how these entities are recognized and regulated. Moreover, I've also gained insight into the classification of companies into private and public entities, each with its distinct classification and interpretations.

I also learned about property ownership within a partnership business. The concept that property can either belong to the firm collectively or to individual partners highlights the dynamic nature of partnerships itself. Understanding how property rights are defined, especially when agreed upon through contractual arrangements, has been a good experience and knowledge. Moreover, delving into the liability of the firm for a partner's actions and exploring the agency principles within a partnership have also provided me with an understanding of the legal dynamics at play in partnerships. Learning about the various forms of authority, including actual, implied, and apparent authority, has been particularly enlightening during this semester. These concepts resonate with my previous exposure to commercial law, especially within the aspect of the law of agency. This familiarity has facilitated my understanding of partnership law which allows me to draw connections between the related legal concepts.

Apart from the knowledge I've gained from this course, I also would like to emphasize just how crucial and important this subject is for me, especially in the pursuit of my aspiration to become a corporate lawyer. The path to becoming a corporate lawyer is not an easy one, but this subject has illuminated its significance. Scoring well in this course is not merely an academic endeavor; it's a stepping stone toward realizing my dream of a career in corporate law. Company law is intricately related to the domain of corporate law. A strong foundation in company law is essential for corporate lawyers, as it provides the expertise needed to assist clients in making informed decisions. Therefore, excelling in this subject is not only an academic pursuit but a strategic investment in my future as a corporate lawyer, where I will apply this knowledge to serve clients and contribute to the legal field of the corporate world.

While this course has been immensely beneficial, however, I do believe that there is still an opportunity to further enhance the subject or the practical aspects of the subject. One of the ways is to incorporate more practical projects that simulate real-world legal experiences, similar to the creation of a partnership agreement, which could be highly valuable for students who aspire to become corporate lawyers. These practical projects would provide students with hands-on experience in addressing legal challenges and crafting solutions, mirroring the tasks they will encounter in their future careers. Incorporating more practical projects into the course not only enriches the learning experience but also ensures that students graduate with a well-rounded skill set.

Overall, this course has not only deepened my knowledge but has also ignited my passion for corporate law. It has been a rewarding journey, and I look forward to applying these insights and skills in the pursuit of my dream to become a corporate lawyer in the future.

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Prof Dr Zuhairah Ariff Abd Ghadas & Dr Hartinie Abd Aziz Pictures

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Lecturers' Names:

1. Prof Dr Zuhairah Ariff Abd Ghadas

2. Dr Hartinie Abd Aziz

I am immensely grateful for the invaluable insights and expertise you have shared throughout the course. Your commitment to imparting knowledge and fostering engaging discussions has been truly remarkable. Your teaching style is not only insightful but also enjoyable, making it easy to understand. You've created a positive and nurturing learning environment that has allowed me to thrive and grow as a student. Thank you for always going the extra mile to simplify difficult topics. I admire your dedication, and I am genuinely thankful for the knowledge and skills I've acquired under your guidance. Thank you once again for your amazing lectures and for being outstanding lecturers.

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Youtube Link: https://youtu.be/4Q1Q2HOOl10?si=CSaA_CCRkwT75_4i