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Company Directorship

917 Views  ⚫  Asked 3 Years Ago
asked on Dec 8, 2014 at 04:19
by   Markyler
Hi there, i have two problems that i would like to seek an advice prior to going to the further action of the problem. Here are the questions;

1. I was one of the director of the company in year 2005 but then in year 2006, i have resigned as one of the director by submitting the necessary resignation letter and also sell my share to another replacement director and signed all the necessary document with the company secretary. I have check with SSM that my name is confirmed resigned in year 2006 But recently, this year 2014, i have received a bill sent to me by one of the debt collector and asking me to pay amount of 2k. from what i understand is that i have no more in touch of the said company for almost a decade, and the last i check by visiting the company, the company has been winded up. And i am meant to seek for the directors of the company as a courtesy visit few years back, but unfortunately no where to be found and it is like almost gone from the face of the earth.

2. Then another shocking to find that, my mother name was registered as one of the company director, of which am sure my mother won't be registering for that company because she is not even a literate person and she is a village woman who only know how to do gardening. But i believe that they must have use some of my pass document for own use for  registration (that's my fault because i left the company because the company seems unethical in their business concept) because i am very sure my mother never have signed any document and her signature is easy to be duplicated after all she only know how to write name but not signing and there is no possibility they have meet her at all as she lives outskirt. But now she received a letter from debt collectors same as mine to pay the outstanding bill and also liable for summon if she didn't submit annual report. But what does she knows ? She is just a Kampung lady doing gardening and didn't even finish her form 5.

If to find the company secretary, it was 10 years ago, even name and face also don't remember, tried to check out where the office is also no more where it was (cause remember the office locations only)

So my question is :

1) What is our liability here ?
2) What can we do to clear our name here ?
3) Even to engage a lawyer, how to issue the summon ? I even have a court case against her in the past after resigned to payback my capital also no go because she is no where to be found as the summon can't be issued.
4) Is there anyway of settling this matter on our own as they are no where to be found ?

Please advice promptly because we are none business people and know nothing that is why i quit from that directorship.
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7 Answers
answered on Dec 9, 2014 at 19:29
by   vkpc
Is it a Sdn Bhd company?
Is the debt owed to a bank, another company or a person?
Who is owing the debt?  The company or you?
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answered on Dec 18, 2014 at 13:40
by   Markyler
1) Yes, Sdn Bhd Company
2) Debt from company to the company.
3) No Individual debt, but most debt letter is c/c to us, me and my mother. We never owe any personal debt to anyone or to any company.
4) Have approach the company that owe the debt to, and they mentioned it is just a c/c for us to inform the one that is holding the directorship. But if this continue on, then how ? will it post a bad impact to our individual record,.
5) Have approach SSRM, they only say this, and nothing much they can do, have to go and get the secretary to settle it, but problem is where and who ? no way to contact. All details are not updated.

Any further advice is much appreciated.
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answered on Dec 18, 2014 at 16:45
by   LowyerBorak
1) What is our liability here ?
If you did not sign any personal guarantees whether join or severally liable, the liability is limited to the Paid Up Capital of the Sdn Bhd.

2/ with SSM that my name is confirmed resigned in year 2006.
Resigned in 2006 does not mean that you have not been re-elected in Year 2007/2008/2009. This is under the Company Act. As long as you have not sold your shares in the co and filed with SSM, you are an automatic Director By Law.

3/ the last i check by visiting the company, the company has been winded up.
How do you know the co has been winded up? What proof do you have? By word of mouth? It could have been lurking behind doing illegal trading..

4/ Even to engage a lawyer, how to issue the summon ? I even have a court case against her in the past after resigned to payback my capital also no go because she is no where to be found as the summon can't be issued.
Frenz.. have you really spoken to a lowyer on these issues.. Dun make assumptions..

5/ What can we do to clear our name here ?
Yes but not so easy..

6/ Is there anyway of settling this matter on our own as they are no where to be found ?
Yes but not so easy..

Q's..
1/ Who are the First Directors of the company. Is it stated in the M & A that the First Directors ids for life.?
2/ What is the Paid Up Capital of the company? And your shareholding?
3/ How much is the debt collector is asking for?
4/ Your "court case against her".. How much was the amount?
5/ Even if you find the company secretary now, there is nothing much can be done..
6/ When was the last Audited Accounts filed at SSM.??
7/ Is the Company Bank Account still around or even active? Are you one of the joint signatories?

i have two problems
Wrong..!! You MAY have than you can ever imagine.. down the road..

Please take note that I am not a lowyer nor Chartered Secretary..
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answered on Dec 19, 2014 at 16:59
by   Markyler
So any recommendations on what is needed to be done in settling this issue ?

1. Didn't sign any personal guarantee on anything
2. Am not the principal director
3. Yes already engaged a lawyer but no response from the plaintiff
4. Debt is not much as the company just started 1 year, no debt but bills that is minimal so far.
5. My courts case against her is about 50k only. just a start up capital.
6. I am not sure about the audit filed cause the company has yet to start business, no registered transactions. It close before it can run due to the main director use up the company money for personal reasons, so the company have yet to functions already winding.
7. The account is no more active. confirmed and checked
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answered on Dec 19, 2014 at 19:51
by   LowyerBorak
Suggestions:-

1/Buat bodoh and hope the SSM dont chase you.
2/Close up the company to avoid further costs.

For Sdn Bhd even if the company is dormant, there are still fees to be paid yearly, audit and secretarial fees. I dont know what is the current rates. Maybe fines from SSM for not submiting of audited acs etc etc.

3/Check with SSM who are the last registered directors, if your name and mother is in, appoint a new company secretary and wind it up through a court order. Sorry you may have to spend some monies on it. Get quotations from various companies and get an estimate of fines plus legal costs. If not, if the bill collectors can find you, SSM can find you and will one day summon you too. That time the fines can be much higher. Surrender and save personal costs.

4/Close the bank account. New Company sec can arrange all necessary docs.. then wind up the company.
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answered on Dec 23, 2014 at 12:59
by   vkpc
i have received a bill sent to me by one of the debt collector and asking me to pay amount of 2k.
Here you say the bill ask you to pay.

Have approach the company that owe the debt to, and they mentioned it is just a c/c for us to inform the one that is holding the directorship.
Here you say the bill is just CC to you.

Which is the correct version?

But if this continue on, then how ? will it post a bad impact to our individual record.
How can a cc letter cause an impact to your record?

Resigned in 2006 does not mean that you have not been re-elected in Year 2007/2008/2009. This is under the Company Act. As long as you have not sold your shares in the co and filed with SSM, you are an automatic Director By Law.
I have shares in Genting Bhd but didn't become an Automatic Director.
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answered on Dec 23, 2014 at 15:53
by   LowyerBorak
1) Yes, Sdn Bhd Company
2/ Genting Bhd

The M&A of a Company is the operating system of the business entity just like microsoft windows os.. They are some differences between Sdn Bhd and Berhad. They are limitations to number of shareholders and directors. The M&A can be amended by the controlling directors to suit their boardroom tussle for power, amendments to be approved by SSM within the scope of Company Acts and Laws.

A mere 5% shareholding in paid-up capital can vote in a AGM and can be offer oneself(individual not businessess) to be elected as DIRECTOR of the company. If the other 95% outvote you.. say goodbye.. try again next AGM... no hard feelings, says the other shareholders...

5% of shareholding in a 50k, 500k "Sdn Bhd" paid up capital is very different to a 50M, 500M "BERHAD" entity.

Markyler case:-
New start up co., there must be minimum 2 local directors, slim chances are 4 directors.. With a 50k capital investment, chances is he was "set-up" to be director "for life" to be responsible for all liabilities. The "possible" mistake he made was he did not ensure that his shareholding was "sold/transferred" at that time and registered with SSM. If there are only 2 registered directors, his name would be be the next 2 years in the audited accounts(If any).. When he "resign", a temporary director with no shareholding replacing him but during the next year this temp director "resign" leaving him as a shareholder with 50k as "automatic" director.
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