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Company Law

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Company Law
SINGAPORE MANAGEMENT UNIVERSITY
LGST201 COMPANY LAW

Topic 1 - Introduction to the Company

General Reading: Woon, chapters 1 and 2 (you may omit paras 1.73 – 1.1041). Note that Woon references below are to the Revised 3rd edition (2009) (corresponding references to the 3rd edition (2005) are footnoted).

Legend

 - Very important. Must know!

 - Less important (but doesn’t mean can ignore!)

1. General Themes

The company is essentially an artificial person created by law. What this “person” is allowed to do – all its rights and liabilities – are stated in:
(a) the Companies Act; as well as
(b) case law which either
(i) gives us guidance on how to interpret the provisions of the Companies Act, or
(ii) fills the gap in respect of matters not dealt with by the Companies Act.

You will note that the Companies Act is extremely long! That should not be surprising, because it is trying to describe most of the “do’s” and “don’ts” of a “person” in its lifetime! However, there is no need to be too anxious over the length of the Act. The student is not expected to know every provision of the Act, only the more salient and important ones, which will be referred to in the seminar outlines.

Q: How do I access a copy of the Companies Act?

 All statutes can be accessed FREE on the internet on Singapore Statutes Online (the Companies Act is Cap. 50)

 If you would like to print the entire Act, you may prefer to do so via the LawNet database (access through the SMU Library website).

Note: lawyers often abbreviate “Companies Act” to “CA”. Thus, s 19 CA means section 19 of the Companies Act. (Note that the spelling is Companies Act, not Company’s Act or Company Act).

Ultimately, of course, the company is a structure that is to be set up for the use and benefit of natural persons (ie humans) like you and me. So the most important issue to understand in each seminar is the relationship between the company and its stakeholders.

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