In that earlier judgment, this court held, among others, that only the executor acquires shares by transmission under 105 section 109 of the Companies Act 2016 and that any subsequent vesting in beneficiaries constitutes a transfer governed by section 105, requiring a duly executed and stamped instrument. The court further held that, in view of the disputed executorship of Loh Kon Fah’s estate and the 110 unresolved questions concerning the plaintiffs’ entitlement and alleged debts, it would be premature and legally improper to order registration or distribution of the shares in their favour. [5] At the hearing on 12 March 2026, learned counsel for the plaintiffs candidly accepted that the 5 November 2025 judgment 115 created the “biggest sticking point” in the plaintiffs’ case. Counsel acknowledged in particular the force of paragraph 31 of that earlier judgment, where this court had found that the issues concerning outstanding debts and the plaintiffs’ lack of beneficial entitlement formed an independent ground for 120 dismissing the prior application. Counsel for the plaintiffs, therefore, asked the court to hold over the decision on S/N srqCSdo1q0OOrEBkcoFk6w enclosure 37 until the disposal of the appeal fixed on 2 July 2026. [6] The defendants, on the other hand, submitted that there was no 125 basis to defer the present application. They contended that an appeal does not operate as a stay, that this court had already ruled procedurally that the application would be heard, and that, if the plaintiffs were ultimately successful in the appeal, nothing prevented them from filing afresh, as the merits of leave were 130 not being determined in the striking out application. ISSUE [7] The principal issue is whether, in light of this court’s earlier judgment of 5th November 2025, the plaintiffs can still maintain that they are persons entitled to be registered as members of 135 the 1st defendant company, such that they qualify as “complainants” under section 345 and have locus standi to pursue leave for a derivative action. FINDINGS OF THE COURT [8] In my judgment, the answer to the question of whether the 140 plaintiffs possess the requisite locus standi to maintain this application must be answered in the negative. [9] Section 347 of the Companies Act 2016 permits only a “complainant” to apply for leave to bring, intervene in, or defend proceedings on behalf of a company. Section 345 defines 145 “complainant” to include, among others, a member of a S/N srqCSdo1q0OOrEBkcoFk6w company or a person entitled to be registered as a member of a company. The plaintiffs do not claim to be registered members; their entire standing rests on the second limb, that is, they are persons entitled to be registered as members. While 150 the plaintiffs rely on Ganesh Paulraj v. A & T Offshore Pte Ltd & Another [2019] SGHC 180 to argue that derivative standing extends to beneficial owners, that case is a pure company law scenario involving a clear 40% shareholding connection. The court in that case states: 155 “[11] Section 216A(1)(c) of the Companies Act confers on the Court the discretion to allow any person it regards as a “proper person” to apply for a statutory derivative action. I was satisfied that this was an appropriate case in which to do so. 160 [12] The applicant was the beneficial owner of Tuff, which in turn was the 40% shareholder of the first respondent. The applicant controlled Tuff's shareholding, giving the applicant a clear interest and sufficient connection to the company to bring the present application to commence a statutory 165 derivative action. Moreover, it would have been open to the applicant to take out a fresh application in the name of Tuff to commence the same statutory derivative action sought in the present proceedings” 170 [10] Ganesh Paulraj’s case (supra) is materially different from the present dispute, which involves an unadministered estate where beneficial entitlement remains the subject of litigation. In Ganesh Paulraj, the applicant was not a registered member of the company, but was a beneficial owner of Tuff Offshore 175 S/N srqCSdo1q0OOrEBkcoFk6w Engineering Services Pte Ltd, and Tuff itself was the 40% shareholder of the respondent company. The Singapore High Court held that he had sufficient connection to the company to be treated as a “proper person” under s 216A(1)(c), because he controlled Tuff’s shareholding and had a clear interest in the 180 company’s affairs. The court also noted that he could, in any event, have caused Tuff itself to bring the same application. That was why locus standi was accepted in Ganesh Paulraj’s case. [11] In light of the decision dated 5 November 2025 by this court in 185 OS No. AA-24NCC-11-04/2024, it is no longer open to the plaintiffs to contend that they are presently entitled to registration as members. In the said judgment, this court had expressly held that the shares in question did not devolve automatically upon the plaintiffs by way of transmission. This 190 court held that only the executor takes by transmission and that any subsequent vesting in beneficiaries requires compliance with Section 105 Companies Act 2016, by way of a proper instrument of transfer, duly executed and stamped. This finding is consistent with the local authority of Koh Yat Chong & Anor 195 v. Koh Chin Lean Plantation Sdn Bhd & Ors [2015] 7 CLJ 468; [2015] MLJU 379; [2015] MLRHU 42, which confirms that for a transferee to be "entitled to be registered," there must at a minimum be an executed share transfer form by the executor to move beneficial interest. Justice Komathy Suppiah JC (as she 200 then was) states about the principle of beneficial interest passing upon the execution of a transfer form as follows: S/N srqCSdo1q0OOrEBkcoFk6w "[39] ...the English Court of Appeal dealt with the rights of a transferee to whom a gift of shares is made by the transferor by the execution of a transfer form. ... The Court of Appeal 205 held that the beneficial interest in the shares passed when the share transfers were delivered to the transferee, and that consequently the transferor was a trustee of the legal estate in the shares from that date." … 210 "[43] Applying the approach elucidated in the three English cases, in my judgment, a constructive trust came into existence upon the execution of the transfer form either by itself or coupled with delivery of the transfer form by the second defendant to the plaintiffs to apply for and obtain 215 registration. The second defendant being the legal owner of the shares until registration in the plaintiffs name held the legal interest in the shares as a constructive trustee for the plaintiffs." 220 [12] In the context of the present dispute, the defendants rely on these passages to argue that since no such transfer form was ever executed by the executor in favour of the plaintiffs, no beneficial interest could have passed. Thus, the plaintiffs cannot be considered "persons entitled to be registered" under section 225 345 of the Companies Act 2016. [13] This principle was long decided and is elaborated by Justice Komathy Suppiah JC (as she then was) in Koh Yat Chong (supra) by reference to Re Rose, Rose v. IRC [1952] 1 All ER 1217, where the court applying the equitable principles stated 230 that a transfer is only effective in equity when the transferor has S/N srqCSdo1q0OOrEBkcoFk6w done everything necessary on his part, including the execution and delivery of the transfer instrument: "[39]... Re Rose, Rose v. IRC [1952] 1 All ER 1217 … Jenkins LJ said at 1228: 235 “In my view, a transfer under seal in the form appropriate under the company's regulations, coupled with delivery of the transfer and certificate to the transferee, does suffice, as between transferor and transferee, to constitute the transferee the beneficial owner of the 240 share..." As no such executed transfer exists in favour of the plaintiffs, they cannot be described as persons "entitled to be registered." [14] More importantly, the earlier judgment in OS No. AA-24NCC- 245 11-04/2024, this court also held that, given the unresolved dispute as to the valid executorship of Loh Kon Fah’s estate and the unresolved questions relating to the plaintiffs’ beneficial entitlement and alleged indebtedness to the estate, it would be premature and legally improper to order registration or 250 distribution of the shares. This is consistent with the Federal Court authority of Chor Phaik Har v. Farlim Properties Sdn Bhd [1997] 1 MLRA 566; [1997] 4 CLJ 393; [1997] 3 MLJ 188, which held: [12] …The basic principle appears from the Barnado's case, 255 where it was clearly stated: When the personal estate of a testator has been fully administered by his executors and the net residue S/N srqCSdo1q0OOrEBkcoFk6w ascertained, the residuary legatee is entitled to have the 260 residue as so ascertained, with any accrued income, transferred and paid to him: but until that time he has no property in any specific investment forming part of the estate or in the income from any such investment, and both corpus and income are the property of the executors 265 and are applicable by them as a mixed fund for the purposes of administration. [13] We would also refer to a passage in " Executors, Adminsitrators and Probate (17 Edn), 1993" by Williams, 270 Mortimer and Sunnecks which stated at p 1050: A residuary legatee has no interest in a defined part of the estate until the residue is ascertained, nor can income be ascribed to unascertained residue. His right, 275 which is of course transmissible, is to have the estate properly administered and applied for his benefit when the administration is complete. The right of a beneficiary claiming on a total intestacy is similar, except that he takes under a statutory trust for sale and conversion. 280 [Emphasis Added] [14] Based on the above commentaries, founded no doubt on the analogous principle of law concerning testate succession, it is our conclusion that in law a beneficiary 285 under an intestacy has no interest or property in the personal estate of a deceased person until the administration of the latter's estate is complete and distribution made according to the law of distribution of the intestate estate.” (underlined emphasised). 290 S/N srqCSdo1q0OOrEBkcoFk6w [15] This principle was reinforced in Chong Fook Sin v. Amanah Raya Bhd & Ors [2011] MLJ 721; [2010] 7 CLJ 917; [2010] 2 MLRA 222, where the Federal Court stated that "...even if the interveners were beneficiaries, they did not have legal interest 295 in the estate of the deceased pending the administration of the same." So long as the estate remains unadministered and the probate dispute subsist, the plaintiffs' alleged beneficial entitlement remains uncertain and contingent. [16] As mentioned earlier, during the hearing, learned counsel for 300 the plaintiffs fairly accepted that the court’s earlier findings created substantial difficulty for the present originating summons. Counsel accepted that the finding on the plaintiffs’ lack of beneficial entitlement was the central obstacle confronting them. Under the doctrine of stare decisis, as 305 emphasised in Lek Eng Hock & Anor v. Leck Ah Bah [2020] CLJU1651; [2020] MLJU 1899; [2020] MLRAU 296, the apex court's decisions in Chor Phaik Har and Chong Fook Sin are binding on this court: "The sacred principle of ‘stare decisis’... dictates that a 310 precedent of the apex Court is authoritative and binding, and must be followed... It is wrong, in our view, to ignore a binding authority of the apex Court." [17] I do not accept the plaintiffs’ submission that this court should 315 hold over its decision pending appeal. The existence of an appeal does not by itself stay the legal effect of the judgment S/N srqCSdo1q0OOrEBkcoFk6w appealed against. As established in Isaacs v. Robertson [1984] 3 ALL ER 140, a judgment remains valid and must be obeyed unless and until it is set aside. 320 [18] This court also holds that the plaintiffs are precluded by issue estoppel from re-agitating their entitlement to registration. As defined in Asia Commercial Finance (M) Bhd v. Kawal Teliti Sdn Bhd [1995] 3 MLJ 189; [1995] 3 CLJ 783; [1995] 1 MLRA 611: 325 "...issue estoppel... means in law a lot more, ie that neither of the same parties or their privies in a subsequent proceeding is entitled to challenge the correctness of the decision of a previous final judgment... the corollary being that neither of such parties will be allowed to adduce 330 evidence or advance any argument to contradict such decision." [19] This court, having already determined in OS 11 that the plaintiffs have no present entitlement to the shares, the judgment 335 becomes binding "truth between the parties" as per the decision of the Federal Court in Ng Kong Ling & Anor v. Low Peck Lim & Ors [2017] 4 MLJ 21; [2017] 5 CLJ 651; [2017] 3 MLRA 419, unless the judgment is set aside on appeal. Justice Raus Sharif PCA (as he then was) states: 340 “[37] In Asia Commercial Finance (M) Sdn Bhd v Kawai Teliti Sdn Bhd [1995] 3 MLJ 189 the Supreme Court had held that when a matter between two parties has been adjudicated by a court of competent jurisdiction, the parties and their privies are not permitted to litigate once more over the same matter 345 S/N srqCSdo1q0OOrEBkcoFk6w because the judgment ‘becomes the truth between the parties’. Where a matter has been adjudged, the Supreme Court held that an estoppel per rem judicatum arose to prevent a party from relitigating the cause or issue." 350 [20] I also accept the defendants’ submission that the present OS constitutes an abuse of process. In Chung Khiaw Bank (Malaysia) Bhd v. Tio Chee Hing [2004] 3 CLJ 59; [2004] 4 MLJ 417; [2004] 1 MLRA 605, the court clarified that the ground of abuse of process is "much wider" than strict res 355 judicata: "A party to any proceedings may be unable to establish the requirements of the doctrine of res judicata. Yet, he may succeed in demonstrating that the particular suit... is an abuse of process and successfully apply to have it struck out 360 on that ground." [21] The court has undertaken a minute examination of the prior litigation history, as required by Raja Zainal Abidin Raja Tachik & Ors v. British-American Life & General Insurance Bhd [1993] 365 3 CLJ 606; [1993] 2 MLJ 145; [1993] 1 MLRA 372, and finds that the want of locus standi is foundational. The seriousness of the allegations cannot displace this statutory threshold. [22] For these reasons, I find that the originating summons is unsustainable in law. Once the plaintiffs cannot establish that 370 they are presently persons entitled to be registered as members, the statutory basis for the leave application collapses. S/N srqCSdo1q0OOrEBkcoFk6w CONCLUSION [23] Accordingly, enclosure 37 is allowed. The plaintiffs’ originating 375 summons is struck out. [24] As to costs, taking into account that the present application was filed before the decision of this court dated 5 November 2025, in OS 11, which has a material effect on this application, and since the plaintiffs did candidly acknowledge the difficulty posed 380 by that said judgment, I order costs of RM10,000 to the 1st to 3rd defendants, subject to allocatur. [25] This order is made having regard to the decision of this court dated 5 November 2025 in OS 11, which, at this stage, is binding on the parties before this court. The dismissal of the 385 present originating summons is founded on the plaintiffs’ present lack of locus standi and not on any adjudication of the substantive allegations which they seek to advance on behalf of the company. In other words, this court has not examined or determined whether the complaints of misappropriation, breach 390 of duty, or other alleged wrongdoing said to justify the proposed derivative action are meritorious. The court has only determined that, on the current legal position and in light of the existing findings in OS 11, the plaintiffs do not presently satisfy the threshold requirement to maintain this application. 395 [26] Accordingly, nothing in this judgment should be construed as a final determination on the substantive merits of the intended derivative action. This decision is premised solely on the threshold requirement of locus standi, which is currently binding S/N srqCSdo1q0OOrEBkcoFk6w on this court following its previous decision. Should the legal 400 basis of the plaintiffs’ standing be altered in the future, whether through a successful appeal of the 5 November 2025 judgment or by virtue of subsequent legal developments, the plaintiffs remain at liberty to pursue such remedies as may then be available to them. Any such future application must be 405 considered independently on its own merits. In that event, the present striking out would not operate as a bar under the doctrines of res judicata or issue estoppel as the merits of the application have not been considered. 410 Dated : 30th June 2026 [MOSES SUSAYAN] 415 JUDGE HIGH COURT IN MALAYA AT IPOH, PERAK 420 S/N srqCSdo1q0OOrEBkcoFk6w Counsel : 425 For the Plaintiffs : Elizabeth Lau (together with Lynnette Wong) Advocates and Solicitors [Messrs Elizabeth Lau] 430 Kuala Lumpur For the Defendants : Rabinder Singh Juggeet Singh Advocates and Solicitors [Messrs Rabin & Associates] 435 Ipoh, Perak (Notice: This Grounds of Decision is subject to official editorial revision) 440 COMPANY LAW: Derivative action – Application to strike out originating summons – Whether plaintiffs qualify as “complainants” under s 345 Companies Act 2016 – Whether plaintiffs are “persons entitled to be registered as members” – Effect of earlier judgment dated 5 November 2025 – Whether shares devolve by transmission 445 or require transfer under s 105 – Whether absence of executed and stamped transfer instrument defeats beneficial interest – Whether unadministered estate renders entitlement uncertain and contingent – Whether locus standi established – Whether originating summons no longer sustainable. 450 S/N srqCSdo1q0OOrEBkcoFk6w