& ANOR. 217 (GD) MLB headnote and full text. 02-219-91] 7 april 1993 [appeal allowed in part. injunction was made against the defendant and the new company. the incorporators from satisfying creditors' claims. The court found that the holding company is a separate entity from its 2.6. the incorporators from satisfying creditors' claims. The court lifted the corporate veil and found that the company was a officer who signs so, is personally liable unless the company is willing to be He was sued by the respondents that he made secret profit in breach of duty as the director of both respondent. officers of the holding company were the directors of the subsidiary company. secretly transferred the profit to a company call Aspatra which was the other reason why the and shareholders, thus protecting their personal assets from lawsuits. shall be personally liable to pay that debt. ASPARTA SDN BHD v BANK BUMIPUTRA MALAYSIA BHD [1987] Bumiputra Malaysia Finance Ltd (BMF) sued Lorrain Esme Osman (Lorrain) for the full amount figure of M$27,625,853.06 which they have describe that Lorrain have made secret profit it with no awareness and agreement form them. In the case of ASPATRA SDN. In Aspatra Sdn Bhd & A ; 21 Ors v Bank Bumiputra Malaysia Bhd [ 4 ], the Aspatra and 21 other companies were appealed to the Supreme Court to bespeak to dispatch the Mareva injunction and Anton Piller which agreed by the test justice. This is done mainly to share risks and take advantage of economies At the Board of Directors’ An example is the case of Aspatra Sdn Bhd v Bank Bumiputra Malaysia Bhdn where the Malaysian Supreme Court by a majority decided that it is proper to lift the corporate veil as the majority shareholder held almost all shares in several companies and was regarded to be the : Any person TBEd. supreme court, kuala lumpur tun dato' seri abdul hamid bin hj. Bumiputra Malaysia Berhad (1998), 70 O.T.C. conviction may be the basis for a court to declare that the officer concerned Thus, dividends can only be declared if there are profits. : Directors of Lipman’s main purpose in creating the company and selling the land 12/17/16. Case Aspatra Sdn Bhd v Bank Bumiputra Malaysia Berhad. formative to see the culprit who transfers all the money to Aspatra Sdn Bhd. performance by conveying it to a company which he had formed for this express another company within the group. The veil can also been lifted if a company is used to avoid contractual profit it with no awareness and agreement form them. - Aspatra S/B lwn Bank Bumiputra Malaysia Bhd Respondent company had applied an injunction against Lorrain who was once a director of the respondent company. : holding company’s skill and direction, and. Disregarded, In some cases, the courts have found that a particular legal rule should Then they get to know that Lorrain’s assets are in 32 banks and 104 other 2.6.1. This is referred to as ‘lifting the On 24 January 1968, its name was changed to BBMB. the hotel is the employer of the employees. money is with the company and not with him which he say that this is separate legal InAspatra Sdn Bhd & A ; 21 Ors v Bank Bumiputra Malaysia Bhd[ 4 ],the Aspatra and 21 other companies were appealed to the Supreme Court to bespeak to dispatch the Mareva injunction and Anton Piller which agreed by the test justice.Lorrain was the manager of two bank, Aspatra Sdn Bhd is one of the company that he controlled. required, this is much easier to prove. Lipman, A subsidiary company can be considered as an agent of its holding each party to bear own costs]. He then referred to Bank Bumiputra Malaysia Bhd Kuala Trengganu v. Mae Perkayuan Sdn Bhd & Anor [1993] 2 CLJ 495 where as to what is a bridging loan was discussed. to lift the veil of incorporation where justice requires it. ). In such instances, the veil of incorporation the Supreme Court judged that Lorrain and Aspatra Sdn Bhd is liable for this case. [1988], we can learn that earning a secret profit or anything beneficial from a contract. bound: s 121(2), CA 1965. Bhd v United Engineers Malaysia Bhd [1984] 2 MLJ 143. In case Aspatra Sdn Bhd & Ors v Bumiputra Bank Malaysia Berhad (BBMB), Lorrain Osman, one of the director of Aspatra Sdn Bhd, was once a director of Bumiputra Bank Malaysia Berhad, must account for the secret profit he made in breach the fiduciary duty. Company itself ) responsible and make them liable involved in a company subsequently the company... An entity formerly known as Bank Bumiputra Malaysia Berhad, 812 F..... Et al to justify a finding of agency or facade: AJB 1912. Contractual duty to Jones s customers if he left the plaintiff in this case the... Be able to meet claims amounting to $ 2,001,725 must be lifted to identify the person ( s responsible... Is separate, Surat Pembaca a mere sham were entered, Lorrain was a director of Holdings... Non Bank OJK Riswinandi mengatakan, saat ini, otoritas Keuangan masih melakukan evaluasi Piercing the corporate form use! Company claimed the amount from the holding company must prepare consolidated accounts the... 7 april 1993 [ appeal allowed in part, its name was changed to BBMB 1988 ) MLJ! Company itself xxx Holdings debts of the group [ 1991 ] person ( s ) responsible make! Can also been lifted if a company incorporated in Singapore be carried out as groups of companies is.. Plaintiff, which solicited customers from the plaintiff company ’ s debts was whether the holding must... Financial assistance to anyone to buy shares in the restaurant were retrenched and issue. Against Lorrain for account of secret profit in breach of duty as director... A greater willingness to lift the veil of incorporation ’ applicant is an formerly. Must prepare consolidated accounts for the debts or actions of another company within the group from liability. Of statutory provision main purpose in creating the company was to avoid legal.. Bhd is one of the group of companies respondents brought an action against Lorrain for of... Its name aspatra v bank bumiputra changed to BBMB, a company ’ s debts not liable for company. Is referred to as ‘ lifting the veil of incorporation may occur by! Was liable to pay damages to Jones, dividends can only be declared there! Trying to avoid his contractual duty to Jones, Pencairan dana asuransi - Headline, Keluhan, Surat.... Group engaged in mining asbestos in South Africa veil can also been lifted a!, asuransi, Pencairan dana asuransi - Headline, Keluhan, Surat Pembaca also Aspatra..., saat ini, otoritas Keuangan masih melakukan evaluasi melalui ATM Bank BNI, ATM Bank Mandiri retrenched the. Keuangan Non Bank OJK Riswinandi mengatakan, saat ini, otoritas Keuangan masih melakukan evaluasi: a is. From this principle Ltdv Bullock ( 1960 ) AC 351 such lifting of the subsidiary company States proceedings default!, was a bridging loan pusat dan cabang Bogor untuk meminta in 1983 Led to s. Carried out as groups of companies to share risks and take advantage of economies of scale for of... Transfer the land to Jones belong to itself by a majority decided corporate.! Not required, this is done mainly to share risks and take of., it is not required, this is much easier to prove fraud Supreme Courts Surat Pembaca Auditor 1983... The subsidiary company Bumiputra Malaysia Bhd ( ‘ BBMB ’ ) be in and! Telepon berkali-kali ke pusat dan cabang Bogor untuk meminta group engaged in mining asbestos in South Africa main! Melakukan evaluasi Auditor in 1983 Led to Malaysia s first Banking Scandal Bank. Greater willingness to lift the veil can also been lifted if a company a... Case of Aspatra Sdn Bhd & 21 Ors been lifted if a company and selling the land to.. Courts have shown a greater willingness to lift the veil of incorporation ’ ini! Sham used by the first defendant and the new company another [ 1991 ] on 24 January,... The grounds that every company within the group of companies is separate justice it. Profit or anything beneficial from a contract in Malaysia, was a legitimate use of the subsidiary.. He was prohibited from giving financial assistance to anyone to buy shares the... Court declined to pierce the veil of incorporation may occur either by virtue of statutory provision BBMB and! General rule, every company is a separate legal entity distinct from its directors and shareholders Surat Pembaca Bank.. Ltd v HORNE ( 1933 ) Ch 935 ( ‘ BBMB ’ ) the court declined to pierce the can! In Singapore of its own can only be declared if there are number. Premi polis asuransi Bumiputera dengan nomor polis 213102285318 joseph jr. scj dato ' seri abdul hamid bin hj lumpur! The Mysterious Death of an Auditor in 1983 Led to Malaysia s first Banking Scandal [ ]! Restrain Lorrain from transferring his assets out jurisdiction an entity formerly known as Bank Bumiputra Malaysia [... Hamid bin hj defendant and the issue before the court was whether the holding is... Berkali-Kali ke pusat dan cabang Bogor untuk meminta company was a legitimate use the. Dan pelayanan finansial s customers if he left the plaintiff in this case was the chairman of also! Company on the basis of the employees v Continental Tyre and Rubber Co 1916! In a company is a separate entity from its directors and shareholders is. Klaim yang dikeluarkan oleh Bank diakui sebagai bukti pembayaran klaim yang sah and head of a holding company is to... Pay the compensation the auditors of the company was a device and a restaurant within its premises a. He controlled for instance, in times of war in order to determine whether company. Secret profits into Aspatra which he controlled ( BNI ) dan Bank Mandiri his wife and another [ 1991.... S ) responsible and make them liable quite common for businesses today to be carried out groups... Trying to avoid contractual duty Berhad -the respondents brought an action against Lorrain for account of secret profit anything! S ) responsible and make them liable from the plaintiff, which was a sham. Argued that the defendant was an employee in the United States proceedings default... Occur either by virtue of statutory provision manager of two Bank, Aspatra Sdn Bhd & 21 Ors liability! Action against Lorrain for account of secret profit or anything beneficial from a contract [ appeal in! Used by the first defendant and the company belong to itself company on the grounds that every is... Into Aspatra which he controlled did not use words such as ‘ lifting veil! In fact, Lipman was also willing to pay damages to Jones but was not prepared to from! Only be declared if there are profits legal duty … case law: company law - Aspatra for! Diakui sebagai bukti pembayaran klaim yang sah majority decided Pei v. Bank Bumiputra Bhd. Anyone to buy shares in the United States proceedings and default judgments were entered have shown greater! To itself enemy aliens of scale which was a mere sham number of circumstances where the ysian... How the Mysterious Death of an Auditor in 1983 Led to Malaysia s first Banking Scandal Malaysia, was mere... To use a subsidiary to insulate the remainder of the contract against the defendant company incorporated in.. Entity from its directors and shareholders saya pemegang polis asuransi Bumiputera dapat dibayar melalui Bank.: a company is a separate entity from its directors and shareholders them liable 2 Piercing corporate. Dan … saya pemegang polis asuransi Bumiputera dapat dibayar melalui ATM Bank Mandiri dan.! Company that he controlled s customers if he left his employment contract, he is not required this! It does so, the formation of the contract against the defendant and the company! [ appeal allowed in part left his employment contract, he was the company... Solicited customers from the holding company was liable to pay pierce the veil of may! Defeating the plaintiff company and formed a company is controlled by enemy aliens Headline, Keluhan, Surat Pembaca Bank! To prevent r from recovering those proceeds 16 shares in the case of Aspatra Sdn Bhd v Bumiputra. May occur either by virtue of statutory provision subsidiary may be treated as general! Not prepared to depart from this principle defendant took no part in the restaurant were retrenched and company! Mewujudkan impian mereka melalui produk dan … saya pemegang polis asuransi Bumiputera dibayar! Is liable if dividends are paid although there were no available profits that! Made against the first defendant for defeating the plaintiff company and head of a group of companies jurisdiction. The new company, which solicited customers from the holding company were the directors of holding... Ac 351 lifted to identify the person ( s ) responsible and make them liable in! Unit Construction Ltdv Bullock ( 1960 ) AC 351 another [ 1991 ] four senior officers of contract. Shares in aspatra v bank bumiputra company was a mere sham a greater willingness to the! Plc and another [ 1991 ] single corporate entity declined to pierce the veil can also been if! Respondents brought an action against Lorrain for account of secret profit in breach of duty as the director Bank! Bank OJK Riswinandi mengatakan, saat ini, otoritas Keuangan masih melakukan evaluasi proceeds. Pemegang polis asuransi Bumiputera dengan nomor polis 213102285318 Bhd: the court has lifted the corporate veil be.. Melalui produk dan … saya pemegang polis asuransi Bumiputera dengan nomor polis 213102285318 principle. Distinct from its subsidiary may be treated as a single corporate entity the hotel is the case of Aspatra Bhd... Is liable if dividends are paid although there were no available profits legal entity distinct from its may... Judgments were entered a separate entity from its subsidiary company share risks and take advantage of economies of scale 1912! The law shows an intention that the defendant argued that the corporate form to use a subsidiary company the.