Counting The Days

The period of notice to be given by a company to its members for convening a general meeting is governed by its articles of association ("articles"). More often than not, the articles follow the requirements set out in the Companies Act 1965 ("CA").

For example, Section 145(1) of the CA provides that the period of notice for a general meeting convened for a purpose other than to pass a special resolution is to be not less than 14 days or such longer period as is provided in the articles.

The courts have on various occasions held that for the purpose of determining whether the minimum notice period specified in the articles have been complied with, the day on which the notice is issued and the day on which the meeting is to be held are to be excluded.

Bennet J in Re Hector Whaling [1936] Ch 208 held that the phrase "not less than twenty-one days" in Section 117(2) of the Companies Act 1929 means "twenty-one clear days exclusive of the day of service and exclusive of the day on which the meeting is to be held."

The principle in Re Hector Whaling was followed in Extreme System Sdn Bhd v Ho Hup Construction Company Bhd and Others [2010] 1 LNS 338. In this case, the Malaysian High Court held that the minimum notice period of 28 days specified in Section 153 of the CA (for resolutions that require special notice) means 28 clear days, exclusive of the date of service of the notice and exclusive of the day on which the meeting is to be held.

The rules of interpretation adopted by the courts in the above-cited cases apply equally to the computation of the time periods specified in Sections 145(2A) and 152(1) of the CA which respectively prescribe a minimum notice period of 21 days for an annual general meeting of a public company and for a meeting convened to pass a special resolution.

It is important to ensure that the minimum time-frame prescribed by the articles of a company is complied with as the failure to do so may result in the proceedings at the meeting being invalidated.

 
ACCOLADES & AWARDS

The Chambers Asia Pacific 2018 Rankings

Skrine has been ranked as Leading Firm for Dispute Resolution, Intellectual Property and Projects, Infrastructure & Energy.

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The Legal 500 Asia Pacific 2018 Rankings

Skrine is pleased to announce that the Firm has achieved seven Tier 1 practice area rankings in The Legal 500 Asia Pacific 2018.

Our Tier 1 rankings are in the following areas: 
  • Banking and Finance
  • Corporate and M&A
  • Dispute Resolution
  • Intellectual Property
  • Technology, Media & Telecommunications
  • Real Estate and Construction
  • Labour and Employement

Skrine was also listed as one of the leading firms in the areas of Projects & Energy, and Shipping. 

Four Skrine partners were ranked as leading lawyers in their respective areas. 

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Skrine Retains Who’s Who Legal Accolade for Malaysia

On 15th May 2017, the Who’s Who Global Awards was held in London, United Kingdom and Skrine was conferred the Award:

Malaysia Law Firm of the Year 2017

Skrine previously received this Award in 2013, 2014, 2015 and 2016.

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