ONG LEONG CHIOU & ANOR vs KELLER (M) SDN BHD & ORS

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2021 MarsdenLR 3044

FEDERAL COURT PUTRAJAYA
ONG LEONG CHIOU & ANOR – Appellant
Versus
KELLER (M) SDN BHD & ORS – Respondent

Petitioner Advocates:Malik Imtiaz,Peter Douglas Ling,Chan Wei June,Yip Yiu Junn Ivor ,Respondent Advocate: Richard Kok,Leong Wai Hong,Karen Tan,Tan Ko Xin

JUDGMENT

Nallini Pathmanathan FCJ:

Introduction

[1] The juristic principle comprising the bedrock of company law is the legal fiction that on incorporation, the corporate entity is clothed with a separate and distinct personality. It is a legal person distinct from its members (Salomon v. A Salomon & Co Ltd[1897] AC 22 ('Salomon v. Salomon')). There subsists a 'veil' between the company and its members that separates them for purposes of liability, property, capacity, and in relation to acts done or the acquisition of rights. The natural persons who are the incorporators are ignored.

[2] However the veil of incorporation is not entirely inviolable. One of the well-recognised and accepted exceptions to the principle of the separate personality of a company is where the five legal entity of a corporate body is utilised for fraudulent, dishonest or unlawful purposes. Those seeds of limitation were set out in the locus classicus of Salomon v. Salomon (above) itself by Lord Davey:

"If ... the company was formed for an unlawful purpose, or in order to achieve an object not permitted by the provisions of the [Companies] Act, the appropriate remedy (if any) would seem to be to set aside the ce

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2021 MarsdenLR 3044

FEDERAL COURT PUTRAJAYAONG LEONG CHIOU & ANOR – AppellantVersusKELLER (M) SDN BHD & ORS – Respondent

Cases Referred (2)

FEDERAL COURT PUTRAJAYA
ONG LEONG CHIOU & ANOR – Appellant
Versus
KELLER (M) SDN BHD & ORS – Respondent