Until any person becoming entitled to any shares by transmission shall have complied with the terms of the preceding Articles, the Company may retain any dividend 340 declared upon such shares, and shall not be bound to S/N fgygBPejUuIa3zY3/JUew recognise the title of the person so claiming under such transmission, and if such person so becoming entitled to any partly paid shares shall not have complied with the terms of the said Articles for a period of six months from the time of 345 so becoming entitled the Directors may cause to be served on him a notice requiring him to comply with the notice, and stating that if he does not comply with the requirements of the said notice the shares in respect of which such notice is given will be liable to forfeiture, and if the person on whom 350 such notice has been served does not comply with the requirements thereof within the time named therein, the shares in respect of which the said notice was given shall be liable to be forfeited by a resolution of the Directors passed at any time before the requirements of the said notice have 355 [15]. The provisions of the Articles draw a clear and deliberate distinction between the concepts of transfer of shares and transmission of shares, reflecting the separate legal origins 360 and procedural consequences of each. The difference lies fundamentally in how ownership of shares moves from one person to another, either by a voluntary act of transfer (transfer) between living persons or by operation of law (transmission) upon death or bankruptcy. 365 [16]. Under Articles 16 to 19 of Toong Yuen (Ipoh) Sdn Bhd, a transfer of shares is treated as a voluntary act between a willing transferor and a transferee. It is contractual in nature and takes effect only upon compliance with specific formalities. The instrument of transfer must be in writing, executed by both the 370 S/N fgygBPejUuIa3zY3/JUew transferor and transferee, duly stamped, and accompanied by the original share certificate. The directors of the company exercise wide discretion to approve or reject such transfers. They may decline to register a transfer where the company has a lien, or where the transferee is not an existing member. The 375 Articles also impose a right of pre-emption, where the existing shareholders must first be offered the shares before any outsider may acquire them. In this way, the control of and registration is the critical act that vests legal ownership in 380 the transferee. Until then, the transferor remains the holder of the shares. [17]. By contrast, Articles 20 to 23 of Toong Yuen (Ipoh) Sdn Bhd deal with the transmission of shares, which arises automatically by operation of law and not through any act of the parties. This 385 situation occurs upon the death, bankruptcy, or insolvency of a member. In such cases, the company is required to recognise erson entitled to the shares. The executor must prove his title by producing evidence and may elect either to be registered 390 himself as a member or to nominate another person as transferee. Once the proof of entitlement is complete, the directors may register the executor without exercising any discretion, their role is essentially administrative, confined to verifying the evidence. When the executor nominates another 395 person, the law requires the execution of a transfer instrument. S/N fgygBPejUuIa3zY3/JUew Would a transmission of shares under Article 20 be allowed where the executor bypasses their own registration and directly nominates someone else? The answer is undoubtedly no. Article 20 only permits the person entitled by transmission, that 400 is, the executor or administrator, to elect either: (a) to be registered themselves as a member, or (b) to have some other person named by them registered as the transferee. The second option, however, does not amount to a further transmission. It triggers the requirement for a proper transfer, 405 which must comply with statutory formalities such as execution of Form 32A, payment of stamp duty, and approval by the [18]. In short, a personal representative may not bypass their own registration and cause shares to be transmitted directly to a third 410 party. Doing so falls outside the scope of transmission and constitutes a transfer. [19]. These provisions under Articles 20 to 23 underline that a transmission is not dependent on mutual consent but is a statutory devolution of title, ensuring continuity of ownership 415 [20]. The legal difference between the two processes ie. is material and substantial. A transfer is a consensual and voluntary transaction that depends on the execution of a transfer instrument and the discretionary 420 approval of the directors. A transmission, however, is S/N fgygBPejUuIa3zY3/JUew involuntary, arising automatically by law, and operates only in favour of the personal representative of the deceased or bankrupt shareholder. While transfer creates a new title in the transferee, transmission continues the existing title in the hands 425 of the executor until a proper transfer is affected to the beneficiaries. In short, the Articles of Toong Yuen (Ipoh) Sdn Bhd draw a clear distinction: a transfer is a private contractual act requiring director approval, whereas a transmission is a form of legal succession that occurs automatically, without any 430 exercise of discretion by the directors. [21]. The defendants submit that any subsequent vesting from executor to beneficiaries must follow the statutory transfer procedure under Section 105 of the Companies Act 2016, requiring a duly executed and stamped transfer instrument. This 435 procedure, the respondent points out, was followed correctly by the executor in transferring 612,413 shares in Toong Yuen to one of the beneficiaries, Loh Fook Wah, with the requisite stamp duty duly paid for the said transfer. [22]. The respondents emphasised that the Articles, being 440 contractual under Section 33 of the Companies Act 2016, bind all members, including the executor. Thus, the late Loh plaintiffs. Instead, only a proper transfer with board approval 445 and payment of stamp duty could vest those shares in beneficiaries. S/N fgygBPejUuIa3zY3/JUew Court finding for the vesting in beneficiaries is not a Transmission a Transfer [23]. The court accepts the position that while the initial 450 vesting of shares in an executor following the death of a shareholder constitutes a transmission by operation of law, the subsequent registration of shares into the names of the beneficiaries is not a further transmission, but rather a transfer that must strictly comply with the section 105 Companies Act 455 2016 and the Articles of Association of the company. Section 105 Companies Act 2016 any shareholder or debenture holder may transfer all or any of his shares or debentures in the company by a duly executed and stamped instrument of 460 transfer and shall lodge the transfer with the [24]. In this regard, the court, even if it so desired, cannot disregard or sidestep the mandatory requirements of the written law. The principle was clearly articulated by the Federal Court in 465 Badiaddin bin Mohd Mahidin & Anor v Arab Malaysian Finance Bhd [1998] 1 MLJ 393; [1998] 2 CLJ 75; [1998] 1 AMR 909, which states: s a general rule, orders at a court of unlimited jurisdiction may not be impugned on the ground that they are 470 void in the sense that they may be ignored or disobeyed. However. if is well settled that even courts of unlimited jurisdiction have no authority to act in contravention law..." S/N fgygBPejUuIa3zY3/JUew 475 [25]. The reliance for this proposition by the defendants on Ng Chong Wee (supra), is binding on this court, where transmission operates solely in favour of the personal representative, and any further movement of shares must be by transfer, not transmission. His Lordship Justice Hamid Sultan in 480 Ng Chong Wee (supra) states: To put it simply, personal representative who is recognised by the company to have stepped into the shoes of the deceased is said to have been vested with the shares by transmission. Personal representative having agreed to 485 distribute the shares to the relevant beneficiaries according to law is a separate exercise and does not fall under the concept of transmission as envisaged usually by the Articles of Association as well as legislation. As we said earlier, if such construction is allowed it may breach the 50 member rule 490 [14] For example, if there are three (3) beneficiaries to the estate of the deceased and one of them is a personal representative, then only a transmission in the name of the personal representative is permissible by operation of law. All 495 the beneficiaries cannot as of right get their portion of the shares in the company to be registered in their individual name as of right, unless otherwise provided by the Articles of Association. [15] For transmission, the requirement to fill up the transfer 500 forms related to share transfer as well as payment of ad valorem stamp duty may not be a requisite. However, for transfer to be executed, share forms as well as ad valorem stamp duty may need to be paid. S/N fgygBPejUuIa3zY3/JUew [16] In essence, transmission is related to the transmission of 505 the shares to the personal representative. Transmission is not related to the beneficiaries of the estate. For that, the concept of transfer is involved see section 103(2). [26]. Unlike transmission, which occurs automatically upon death, a 510 transfer is a voluntary act involving the disposition of legal title. Once the executor is registered as a shareholder, the movement of shares to a named beneficiary under a will requires execution of a proper instrument of transfer (Form 515 32A) and payment of stamp duty. These steps are not mere formalities. They ensure certainty in the shareholding structure internal register, which is prima facie evidence of title under section 50 of the Companies Act 2016. 520 [27]. In the present case, the plaintiffs place substantial reliance on Re Kenzler (supra) and Seah Teong Kang (supra), contending that a transfer from the executor to the beneficiary constitutes a continuation of transmission. However, those authorities are merely persuasive, whereas Ng Chong Wee 525 (supra) is binding on this court under the doctrine of stare decisis. [28]. In Ng Chong Wee (supra), the Court of Appeal clearly held that the personal representative must execute a transfer to effect the 530 Federal Court subsequently reversed the result, the principle of S/N fgygBPejUuIa3zY3/JUew law remains uncontradicted, were not reported and cannot be read as overruling the reported grounds of judgment by the Court of Appeal. In this regard, I find Syahin Hafiy Danial Soh 535 Ahmad Luptepi Amin v Mansur Yunus & Anor [2021] 8 MLJ 297; [2019] CLJU 1237, where Wong Kian Kheong J (as he was then), cautioned against reliance on cases without written judgments. His Lordship observed that, under the doctrine of stare decisis, only a written judgment from a superior court 540 possesses binding or persuasive force, as the ratio decidendi can only be identified by reference to material facts, the applicable laws, and the reasoning adopted by the court in reaching its conclusion. His Lordship states as follows: [14] I am not able to accept the reference by the 545 judgments have been delivered in the other cases. This is because from the view point of the stare decisis doctrine, only the ratio decidendi ascertained from a written judgment of a superior court, has binding or persuasive effect. I refer 550 to the judgment of Raja Azlan Shah FJ (as his Majesty then was) in the Federal Court case of Malaysia National Insurance Sdn Bhd v Abdul Aziz bin Mohamed Daud [1979] 2 MLJ 29 at 32 as follows: However, I would once again emphasize what has so often 555 been said before, that precedents are not to be slavishly followed; a case may be followed only for its strict ratio decidendi. (Emphasis added.) S/N fgygBPejUuIa3zY3/JUew Without a written judgment of a previous case, the court cannot ascertain the ratio decidendi of the previous case by 560