THE COMPANIES ACT 1965 index
Act 125
COMPANIES ACT 1965
ARRANGEMENT OF SECTIONS
PART I
PRELIMINARY
Section
1. Short title
2. (Omitted)
3. Repeals
4. Interpretation
5. Definition of subsidiary and holding company
5A. Definition of ultimate holding company
5B. Definition of wholly-owned subsidiary
6. When corporations deemed to be related to each other
6A.Interests in shares
PART II
ADMINISTRATION OF ACT
7. Registrar of Companies, etc.
7A. Power of Minister to exempt from payment of fees
7B. Power to conduct inspection
7C. Power to conduct investigation
7D.Power to call for examination
8. Company auditors and liquidators to be approved by Minister charged with responsibility for finance
9. Company auditors
10. Disqualification of liquidators
11. Registers
11A.Electronic filing of documents
12. Enforcement of duty to make returns
13. Relodging of lost registered documents
PART III
CONSTITUTION OF COMPANIES
DIVISION 1
INCORPORATION
14. Formation of companies
14A Prohibition of registration of company limited by guarantee with a share capital
15. Private company
16. Registration and incorporation
17. Membership of holding company
18. Requirements as to memorandum
DIVISION 2
POWERS
19. Powers of a company
20. Ultra vires transactions
21. General provisions as to alteration of memorandum
22. Names of companies
23. Change of name
24. Omission of “Berhad” in name of charitable and other companies
25. Registration of unlimated company as limited, etc.
26. Charge from public to private and from private to public company
27. Default in complying with requirements as to private companies
28. Alterations of objects in memorandum
29. Articles of association
30. Adoption of Table A of Fourth Schedule
31. Alteration of articles
32. As to memorandum and articles of companies limited by guarantee
33. Effect of memorandum and articles
34. Copies of memorandum and articles
35. Form of contracts
36. Prohibition of carrying on business with fewer than statutory minimum of members
PART IV
SHARES, DEBENTURES AND CHARGES
DIVISION 1
PROSPECTUSES
36A. Non-application of Divisions 1 and 4 to offers under the Securities Commission Act 1993
37. Requirement to issue form of application for shares or debentures with a prospectus
38. As to inivitations to the public to lend money to or deposit money with a corporation
39. Contents of prospectuses
39A.(Deleted)
39B. Relief from requirements as to from and content of a prospectus
40. Certain advertisements deemed to be prospectuses
41. As to retention of over-subscriptions in debenture issues
42. Registration of prospectus
42A. Supplemental prospectus
43. Document containing offer of shares for sale to be deemed prospectus
44. (Deleted)
45. Expert’s consent to issue of prospectus containing statement by him
46. Civil liability for misstatements in prospectus
47. Criminal liability for statement in prospectus
47A. Power of Minister to exempt
47B. Exempted offers
DIVISION 2
RESTRICTIONS ON ALLOTMENT AND COMMENCEMENT OF BUSINESS
Section
48. Prohibition of allotment unless minimum subscription received
49. Application moneys to be held in trust until allotment
50. Restriction on allotment in certain cases
51. Requirements as to statements in lieu of prospectus
52. Restrictions on commencement of business in certain circumstances
53. Restriction on varying contracts referred to in prospectus, etc.
DIVISION 3
SHARES
54. Return as to allotments
55. As to voting rights of equity shares in certain companies
56. Differences in calls and payments, etc.
57. Share warrants
58. Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.
59. Power to issue shares at a discount
60. Issue of shares at a premium
61. Redeemable preference shares
62. Power of company to alter its share capital
63. Validation of shares improperly issued
64. Special resolution for reduction of share capital
65. Rights of holders of classes of shares
66. Rights of holders of preference shares to be set out in memorandum or articles
67. Dealing by a company in its own shares, etc.
67A. Purchase by a company of its own shares, etc.
68. Options over unissued shares
68A. Registrar of options to take up unissued shares
69. Power of company to pay interest out of capital in certain cases
69A. Furnishing of information and particulars of shareholding
DIVISION 3A
SUBSTANTIAL SHAREHOLDINGS
69B. Application and interpretation of Division
69C. Persons obliged to comply with Division
69D. Substantial shareholdings and substantial shareholders
69E. Substantial shareholder to notify company of his interests
69F. Substantial shareholder to notify company of change in his interest
69G. Person who ceases to be substantial shareholder to notify company
69H. References to operation of section 6A
69I. Copy of notice to be served on Stock Exchange
69J. Notice to non-residents
69K. Registrar may extend time for giving notice under this Division
69L Company to keep register of substantial shareholders
69M.Offences against certain sections
69N. Powers of Court with respect to defaulting substantial shareholders
69O. Power of company to require disclosure of beneficial interest in its voting shares
69P.(Deleted)
DIVISION 4
DEBENTURES
70. Register of debenture holders and copies and trust deed
71. Specified performances of contracts
72. Perpetual debentures
73. Reissue of redeemed debentures
74. Qualifications of trustee for debenture holders
75. Retirement of trustees
76. Contents of trust deed
77. Power of court in relation of certain irredeemable debentures
78. Duties of trustees
79. Powers of trustee to apply to the Court for directions, etc.
80. Obligations of borrowing corporation
81. Obligation of guarantor corporation to furnish information
82. Loans and deposits to be immediately repayable on certain events
83. Liability of trustees for debenture holders
DIVISION 5
INTERESTS OTHER THAN SHARES, DEBENTURES, ETC.
84. Interpretation
85. Approved deeds
86. Approval of deeds
87. Approval of trustees
88. Covenants to be included in deeds
89. Interests to be issued by companies only
90. Statements to be issued
91. No issue without approved deed
92. Register of interest holders
93. Returns, information, etc., relating to interests
94. Penalty for contravention of Division, etc.
95. Winding up of schemes, etc.
96. Power to exempt from compliance with Division and non-application of Division in certain circumstances
97. Liability of trustees
DIVISION 6
TITLE AND TRANSFEERS
98. Nature of shares
99. Numbering of shares
100. Certificate to be evidence of title
101. Company may have duplicate common seal
102. Loss or destruction of certificates
103. Instrument of transfer
104. Registration of transfer at request of transferor
105. Notice of refusal to register transfer
106. Certification of transfer
107. Duties of company with respect to issue of certificates
DIVISION 6A
PROVISIONS APPLICABLE TO COMPANIES WHOSE SECURITIES ARE DEPOSITED WITH THE CENTRAL DEPOSITORY
107A. Interpretation
107B. Depositor deemed to be member
107C.Transfer of securities is by way of book entry
107D. Rectification of record of depositors
107E. Non-application of section 223 to disposition made by way of book entry
107F. Exemption from Division 6A
DIVISION 7
REGISTRATION OF CHANGES
108. Registration of charges
109. Duty to register charges
110. Duty of company to register charges existing on property acquired
111. Register of Charges to be kept by Registrar
112. Endorsement of certificate of registration on debentures
112A. Assignment and variation of charges
113. Entries of satisfacation and release of property from charge
114. Extension of time and rectification of register of charges
115. Company to keep copies of charging instruments and register of changes
116. Documents made out of Malaysia
117. Charges, etc., created before commencement of Act
118. Application of Division
PART V
MANAGEMENT AND ADMINISTRATION
DIVISION 1
OFFICE AND NAME
119. Registered office of company
120. Office hours
121. Publication of name
DIVISION 2
DIRECTORS AND OFFICERS
122. Directors
122A. Persons connected with a director
123. Restrictions on appointment or advertisement of director
124. Qualification of directors
125. Undischarged bankrupts acting as directors
126. Appointment of directors to be voted on individually
127. Validity of acts of directors and officers
128. Removal of directors
129. Age limit for directors
130. Power to restrain certain persons from managing companies
130A.Disqualification of directors of insolvent companies
131. Disclosure of interest in contracts, property, offices, etc.
132. As to the duty and liability of officers
132A. Dealings by officers in securities
132B.Prohibition on abuse information obtained in official capacity
132C. Approval of company required for disposal by directors of company’s undertaking or property
132D. Approval of company required for issue of shares by directors
132E. Substantial property transactions involving directors
132F. Exception and definition
132G.Prohibited transactions involving shareholders and directors
133. Loans to directors
133A.Prohibition of loans to persons connected with directors
134. Register of directors’ shareholdings, etc.
135. General duty to make disclosure
136. Prohibition of tax-free payments to directors
137. Payments to director for loss of office, etc.
138. Provisions as to assignment of office
139. Secretary
139A. Qualification for company secretary
139B.Licence to act as company secretary
139C. Disqualification
139D.Appeal
140. Provisions indemnifying directors or officers
141. Register of directors, managers and secretaries
DIVISION 3
MEETINGS AND PROCEEDINGS
142. Statutory meeting and statutory report
143. Annual general meeting
144. Convening of extraordinary general meeting on requisition
145. Calling of meetings
145A.Place of meeting
146. Articles as to right to demand a poll
147. Quorum, chairman, voting, etc., at meetings
148. As to members’ rights at meetings
149. Proxies
150. Power of Court to order meeting
151. Circulation of members’ resolutions, etc.
152. Special resolutions
152A.Resolution signed by all members deemed to be duly passed at meeting
153. Resolution requiring special notice
154. Registration and copies of certain resolutions and agreements
155. Resolutions at adjourned meetings
156. Minutes of proceedings
157. Inspection of minute books
DIVISION 4
REGISTER OF MEMBERS
158. Register and index of members
159. Where register to be kept
160. Inspection and closing of register
161. Consequences of default by agent
162. Power of Court to rectify register
163. Limitation of liability of trustee, etc., registered as owner of shares
164. Branch registers
DIVISION 5
ANNUAL RETURN
165. Annual return by company having a share capital
165A. Auditor’s statements
166. Exemption from filing list of members with annual return for certain public companies
PART VI
ACCOUNT AND AUDIT
DIVISION 1
ACCOUNTS
166A.
167. Compliance with approved accounting standards Accounts to be kept
168. As to accounting periods of companies within the same group
169. Profit and loss account, balance-sheet and directors’ report
169A. Relief from requirements as to form and content of accounts and reports
169B. Power of Registrar to require a statement of valuation of assets
170. Members of company entitled to balance sheet, etc.
171. Penalty
DIVISION 2
AUDIT
172. Appointment and remuneration of auditors
173. Auditors’ remuneration
174. Powers and duties of auditors as to reports on accounts
174A. Auditors and other persons to enjoy qualified privilege in certain circumstances
175. Duties of auditors to trustee for debenture holders
PART VII
ARRANGEMENTS AND RECONSTRUCTIONS
176. Power to compromise with creditors and members
177. Information as to compromise with creditors and members
178. Provisions for facilitating reconstruction and amalgamation of companies
179. (Deleted)
180. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
181. Remedy in cases of an oppression
PART VIII RECEIVERS AND MANAGERS
182. Disqualification for appointment as receiver
183. Liability of receiver
184. Power of Court to fix remuneration of receivers or managers
185. Appointment of liquidator as receiver
186. Notification of appointment of receiver
187. Statement that receiver appointed
188. Provisions as to information where receiver or manager appointed
189. Special provisions as to statement submitted to receiver
190. Lodging of accounts of receivers and managers
191. Payments of certain debts out of assets subject to floating charge in priority to claims under charge
192. Enforcement of duty of receiver, etc., to make returns
PART IX
INVESTIGATIONS
193. Application of Part
194. Interpretation
195. Power to declare company or foreign company
196. Appointment of inspectors for declared companies
197. Investigation of affairs of company by inspectors at direction of Minister
198. As to reports of inspectors
199. Investigation by resolution of company
199A.Investigation of affairs of related corporation
200. Procedure and costs of inquiry
201. As to costs of investigation under section 197
202. Report of inspector to be admissible in evidence
203. Powers of inspector in relation to a declared company
204. Suspension of actions and proceedings by declared company
205. Winding up of company
206. Penalties
207. Appointment and powers of inspectors to investigate ownership of company
208. Power to require information as to persons interested debentures in shares or
208A. Power to require information as to persons interested in shares or debentures
209. Power to impose restrictions on shares or debentures
210. Inspectors appointed in other countries
PART X
WINDING UP
DIVISION 1
PRELIMINARY
211. Modes of winding up
212. Application of winding up provisions
213. Government bound by certain provisions 214. Liability as contributories of present and past members
215. Nature of liability of contributory
216. Contributories in the case of death of member
DIVISION 2
WINDING UP BY THE COURT
Subdivision (1)—General
217. Application of winding up
218. Circumstances in which company may be wound up by Court
219. Commencement of winding up by the Court
220. As to payment of preliminary costs, etc., by petitioner (other than company or liquidator)
221. Powers of Court on hearing petition
222. Power to stay or restrain proceedings against company
223. Avoidance of dispositions of property, etc.
224. Avoidance of certain attachments, etc.
225. Petition to be lis pendens
226. Copy of order to be lodged, etc.
Subdivision (2)-Liquidators
Section
227. Appointment, style, etc., of liquidators
228. Provisions where person other than Official Receiver is appointed liquidator
229. Control of unofficial liquidators by Official Receiver
230. Control of Official Receivers by Minister
231. Provisional liquidator
232. General provisions as to liquidators
233. Custody and vesting of company’s property
234. Statement of company’s affairs to be submitted to Official Receiver
235. Report by liquidator
236. Powers of liquidator
237. Exercise and control of liquidator’s powers
238. Payment by liquidator into bank
239. Release of liquidators and dissolution of company
240. As to orders for release or dissolution
Subdivision (3)—Committees of Inspection
241. Meetings to determine whether committee of inspection to be appointed
242. Constitution and proceedings of committee of inspection
243. Power to stay winding up
244. Settlement of list of contributories and application of assets
245. Payment of debts due by contributory to company and extent to which set-off allowed
246. Appointment of special manager
247. Claims of creditors and distribution of assets
248. Inspection of books by creditors and contributories
249. Power to summon persons connected with company
250. Power to order public examination of promoters, directors, etc.
251. Power to arrest absconding contributory
252. Delegation to liquidator of certain powers of Court
253. Powers of Court cumulative
DIVISION 3
VOLUNTARY WINDING UP
Subdivision (1)—Introductory
254. Circumstances in which company may be wound up voluntarily
255. Provisional liquidators
256. Effect of voluntary winding up
257. Declaration of solvency
Subdivision (2)—Provisions applicable only Members’
Voluntary Winding Up
258. Liquidators
259. Duty of liquidator to call creditors’ meeting in case of insolvency
Subdivision (3)—Provisions applicable only to Creditors’
Voluntary Winding Up
260. Meeting of creditors
261. Liquidators
262. Committee of inspection
263. Property and proceedings
Subdivision (4)—Provisions applicable to every
Voluntary Winding Up
264. Distribution of property of company
265. Appointment of liquidator
266. Removal of liquidator
267. Review of liquidator’s remuneration
268. Act to liquidator valid, etc.
269. Powers and duties of liquidator
270. Power of liquidator to accept shares, etc., as consideration for sale of property of company
271. Annual meeting of members and creditors
272. Final meeting and dissolution
273. Arrangement when binding on creditors
274. Application to Court to have questions determined or powers exercised
275. Costs
276. Limitation on right to wind up voluntarily
DIVISION 4
PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP
Subdivision (1)—General
277. Books to be kept by liquidator
278. Powers of Official Receiver where no committee of inspection
279. Appeal against decision of liquidator
280. Notice of appointment and address of liquidator or provisional liquidator
281. Liquidator’s accounts
282. Liquidator to make good defaults
283. Notification that a company is in liquidation
284. Books of company
285. Investment of surplus funds on general account
286. Unclaimed assets to be paid to receiver of revenue
287. Expenses of winding up where assets insufficient
288. Resolutions passed at adjourned meetings of creditors and contributories
289. Meetings to ascertain wishes of creditors or contributories
290. Special commission for receiving evidence
Subdivision (2)—Proof and Ranking of Claims
291. Proof of debts
292. Priorities
Subdivision (3)—Effect on other Transactions
293. Undue preference
294. Effect of floating charge
295.
296.
297.
298.
299.
Liquidator’s right to recover in respect of certain sacompany
Disclaimer of onerous property
Interpretation
Restriction of rights of creditor as to execution or aDuties of bailiff as to goods taken in execution les to or by ttachment
Subdivision (4)—Offences
300. Offences by officers of companies in liquidation
301. Inducement to be appointed liquidator
302. Penalty for falsification of books
303. Liability where proper accounts not kept
304. Responsibility for fraudulent trading
305. Power of Court to assess damages against delinquent officers, etc.
306. Prosecution of delinquent officers and members of company
Subdivision (5)—Dissolution
307. Power of Court to declare dissolution of company void
308. Power of Registrar to strike defunct company off register
309. Registrar to act as representative of defunct company in certain events
310. Outstanding assets of defunct company to vest in Registrar
311. Outstanding interests in property how disposed of
312. Liability of Registrar and Government as to property vested in Registrar
313. Accounts and audit
DIVISION 5
WINDING UP OF UNREGISTERED COMPANIES
314. “Unregistered company”
315. Winding up of unregistered companies
316. Contributories in winding up of unregistered company
317. Power of Court to stay or restrain proceedings
318. Outstanding assets of defunct unregistered company
PART XI
VARIOUS TYPES OF COMPANIES, ETC.
DIVISION 1
INVESTMENT COMPANIES
Section
319. Interpretation
320. Restriction on borrowing by investment companies
321. Restriction on investments of investment companies
322. Restriction on underwriting by investment companies
323. Special requirements as to articles and prospectus
324. Not to hold shares in other investment companies
325. Not to speculate in commodities
326. Balance sheets and accounts
327. Investment fluctuation reserve
328. Penalties
DIVISION 2
FOREIGN COMPANIES
329. Foreign companies to which this Division applies
330. Interpretation
331. Power of foreign companies to hold immovable property
332. Documents, etc., to be lodged by foreign companies having place of business in Malaysia
332A. Annual return
333. As to registered office and agents of foreign companies
334. Transitory provision
335. Return to be filed where documents, etc., altered
336. Balance sheets
336A. Accounts to be kept by foreign companies
337. As to fee payable on registration of foreign company because of establishment of a share register in Malaysia
338. Obligation to state name of foreign company, whether limited, and place where incorporated
339. Service of notice
340. Cesser of business in Malaysia
341. Restriction on use of certain names
342. The branch register
343. Registration of shares in branch register
344. Removal of shares from branch register
345. Index of members, inspection and closing of branch registers
346. Application of provisions of Act relating to transfer
347. Branch register to be prima facie evidence
348. Certificate, re share holding
349. Penalties
PART XII
GENERAL
DIVISION 1
ENFORCEMENT OF ACT
350. Service of documents on company
351. Security for costs
352. As to rights of witnesses to legal representation
353. Disposal of shares of shareholder whose whereabouts unknown
354. Power to grant relief
355. Irregularities in proceedings
356. Privileged communications
357. (Deleted)
358. Form of registers, etc.
358A. Use of computers and other means for company records
359. Inspection of registers
360. Translations of instruments
361. Certificate of incorporation conclusive evidence
362. Court may compel compliance
DIVISION 2
OFFENCES
363. Restriction on offering shares, debentures, etc., for subscription or purchase
364. False and misleading statements
364A. False reports
365. Dividends payable from profits only
366. Fraudulently inducing persons to invest money
367. Penalty for improper use of words “Limited” and “Berhad”
368. Frauds by officers
369, General penalty provisions
370. Default penalties
371. Proceedings how and when taken
371A. Compounding of offences
DIVISION 3
MISCELLANEOUS
372. Rules
373. Regulations
374. Power to amend Schedules
FIRST SCHEDULE
SECOND SCHEDULE
THIRD SCHEDULE
FOURTH SCHEDULE
FIFTH SCHEDULE
FIFTH SCHEDULE—A
SIXTH SCHEDULE
SEVENTH SCHEDULE
EIGHTH SCHEDULE
NINTH SCHEDULE
TENTH SCHEDULE
COMPANIES ACT 1965
ARRANGEMENT OF SECTIONS
PART I
PRELIMINARY
Section
1. Short title
2. (Omitted)
3. Repeals
4. Interpretation
5. Definition of subsidiary and holding company
5A. Definition of ultimate holding company
5B. Definition of wholly-owned subsidiary
6. When corporations deemed to be related to each other
6A.Interests in shares
PART II
ADMINISTRATION OF ACT
7. Registrar of Companies, etc.
7A. Power of Minister to exempt from payment of fees
7B. Power to conduct inspection
7C. Power to conduct investigation
7D.Power to call for examination
8. Company auditors and liquidators to be approved by Minister charged with responsibility for finance
9. Company auditors
10. Disqualification of liquidators
11. Registers
11A.Electronic filing of documents
12. Enforcement of duty to make returns
13. Relodging of lost registered documents
PART III
CONSTITUTION OF COMPANIES
DIVISION 1
INCORPORATION
14. Formation of companies
14A Prohibition of registration of company limited by guarantee with a share capital
15. Private company
16. Registration and incorporation
17. Membership of holding company
18. Requirements as to memorandum
DIVISION 2
POWERS
19. Powers of a company
20. Ultra vires transactions
21. General provisions as to alteration of memorandum
22. Names of companies
23. Change of name
24. Omission of “Berhad” in name of charitable and other companies
25. Registration of unlimated company as limited, etc.
26. Charge from public to private and from private to public company
27. Default in complying with requirements as to private companies
28. Alterations of objects in memorandum
29. Articles of association
30. Adoption of Table A of Fourth Schedule
31. Alteration of articles
32. As to memorandum and articles of companies limited by guarantee
33. Effect of memorandum and articles
34. Copies of memorandum and articles
35. Form of contracts
36. Prohibition of carrying on business with fewer than statutory minimum of members
PART IV
SHARES, DEBENTURES AND CHARGES
DIVISION 1
PROSPECTUSES
36A. Non-application of Divisions 1 and 4 to offers under the Securities Commission Act 1993
37. Requirement to issue form of application for shares or debentures with a prospectus
38. As to inivitations to the public to lend money to or deposit money with a corporation
39. Contents of prospectuses
39A.(Deleted)
39B. Relief from requirements as to from and content of a prospectus
40. Certain advertisements deemed to be prospectuses
41. As to retention of over-subscriptions in debenture issues
42. Registration of prospectus
42A. Supplemental prospectus
43. Document containing offer of shares for sale to be deemed prospectus
44. (Deleted)
45. Expert’s consent to issue of prospectus containing statement by him
46. Civil liability for misstatements in prospectus
47. Criminal liability for statement in prospectus
47A. Power of Minister to exempt
47B. Exempted offers
DIVISION 2
RESTRICTIONS ON ALLOTMENT AND COMMENCEMENT OF BUSINESS
Section
48. Prohibition of allotment unless minimum subscription received
49. Application moneys to be held in trust until allotment
50. Restriction on allotment in certain cases
51. Requirements as to statements in lieu of prospectus
52. Restrictions on commencement of business in certain circumstances
53. Restriction on varying contracts referred to in prospectus, etc.
DIVISION 3
SHARES
54. Return as to allotments
55. As to voting rights of equity shares in certain companies
56. Differences in calls and payments, etc.
57. Share warrants
58. Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.
59. Power to issue shares at a discount
60. Issue of shares at a premium
61. Redeemable preference shares
62. Power of company to alter its share capital
63. Validation of shares improperly issued
64. Special resolution for reduction of share capital
65. Rights of holders of classes of shares
66. Rights of holders of preference shares to be set out in memorandum or articles
67. Dealing by a company in its own shares, etc.
67A. Purchase by a company of its own shares, etc.
68. Options over unissued shares
68A. Registrar of options to take up unissued shares
69. Power of company to pay interest out of capital in certain cases
69A. Furnishing of information and particulars of shareholding
DIVISION 3A
SUBSTANTIAL SHAREHOLDINGS
69B. Application and interpretation of Division
69C. Persons obliged to comply with Division
69D. Substantial shareholdings and substantial shareholders
69E. Substantial shareholder to notify company of his interests
69F. Substantial shareholder to notify company of change in his interest
69G. Person who ceases to be substantial shareholder to notify company
69H. References to operation of section 6A
69I. Copy of notice to be served on Stock Exchange
69J. Notice to non-residents
69K. Registrar may extend time for giving notice under this Division
69L Company to keep register of substantial shareholders
69M.Offences against certain sections
69N. Powers of Court with respect to defaulting substantial shareholders
69O. Power of company to require disclosure of beneficial interest in its voting shares
69P.(Deleted)
DIVISION 4
DEBENTURES
70. Register of debenture holders and copies and trust deed
71. Specified performances of contracts
72. Perpetual debentures
73. Reissue of redeemed debentures
74. Qualifications of trustee for debenture holders
75. Retirement of trustees
76. Contents of trust deed
77. Power of court in relation of certain irredeemable debentures
78. Duties of trustees
79. Powers of trustee to apply to the Court for directions, etc.
80. Obligations of borrowing corporation
81. Obligation of guarantor corporation to furnish information
82. Loans and deposits to be immediately repayable on certain events
83. Liability of trustees for debenture holders
DIVISION 5
INTERESTS OTHER THAN SHARES, DEBENTURES, ETC.
84. Interpretation
85. Approved deeds
86. Approval of deeds
87. Approval of trustees
88. Covenants to be included in deeds
89. Interests to be issued by companies only
90. Statements to be issued
91. No issue without approved deed
92. Register of interest holders
93. Returns, information, etc., relating to interests
94. Penalty for contravention of Division, etc.
95. Winding up of schemes, etc.
96. Power to exempt from compliance with Division and non-application of Division in certain circumstances
97. Liability of trustees
DIVISION 6
TITLE AND TRANSFEERS
98. Nature of shares
99. Numbering of shares
100. Certificate to be evidence of title
101. Company may have duplicate common seal
102. Loss or destruction of certificates
103. Instrument of transfer
104. Registration of transfer at request of transferor
105. Notice of refusal to register transfer
106. Certification of transfer
107. Duties of company with respect to issue of certificates
DIVISION 6A
PROVISIONS APPLICABLE TO COMPANIES WHOSE SECURITIES ARE DEPOSITED WITH THE CENTRAL DEPOSITORY
107A. Interpretation
107B. Depositor deemed to be member
107C.Transfer of securities is by way of book entry
107D. Rectification of record of depositors
107E. Non-application of section 223 to disposition made by way of book entry
107F. Exemption from Division 6A
DIVISION 7
REGISTRATION OF CHANGES
108. Registration of charges
109. Duty to register charges
110. Duty of company to register charges existing on property acquired
111. Register of Charges to be kept by Registrar
112. Endorsement of certificate of registration on debentures
112A. Assignment and variation of charges
113. Entries of satisfacation and release of property from charge
114. Extension of time and rectification of register of charges
115. Company to keep copies of charging instruments and register of changes
116. Documents made out of Malaysia
117. Charges, etc., created before commencement of Act
118. Application of Division
PART V
MANAGEMENT AND ADMINISTRATION
DIVISION 1
OFFICE AND NAME
119. Registered office of company
120. Office hours
121. Publication of name
DIVISION 2
DIRECTORS AND OFFICERS
122. Directors
122A. Persons connected with a director
123. Restrictions on appointment or advertisement of director
124. Qualification of directors
125. Undischarged bankrupts acting as directors
126. Appointment of directors to be voted on individually
127. Validity of acts of directors and officers
128. Removal of directors
129. Age limit for directors
130. Power to restrain certain persons from managing companies
130A.Disqualification of directors of insolvent companies
131. Disclosure of interest in contracts, property, offices, etc.
132. As to the duty and liability of officers
132A. Dealings by officers in securities
132B.Prohibition on abuse information obtained in official capacity
132C. Approval of company required for disposal by directors of company’s undertaking or property
132D. Approval of company required for issue of shares by directors
132E. Substantial property transactions involving directors
132F. Exception and definition
132G.Prohibited transactions involving shareholders and directors
133. Loans to directors
133A.Prohibition of loans to persons connected with directors
134. Register of directors’ shareholdings, etc.
135. General duty to make disclosure
136. Prohibition of tax-free payments to directors
137. Payments to director for loss of office, etc.
138. Provisions as to assignment of office
139. Secretary
139A. Qualification for company secretary
139B.Licence to act as company secretary
139C. Disqualification
139D.Appeal
140. Provisions indemnifying directors or officers
141. Register of directors, managers and secretaries
DIVISION 3
MEETINGS AND PROCEEDINGS
142. Statutory meeting and statutory report
143. Annual general meeting
144. Convening of extraordinary general meeting on requisition
145. Calling of meetings
145A.Place of meeting
146. Articles as to right to demand a poll
147. Quorum, chairman, voting, etc., at meetings
148. As to members’ rights at meetings
149. Proxies
150. Power of Court to order meeting
151. Circulation of members’ resolutions, etc.
152. Special resolutions
152A.Resolution signed by all members deemed to be duly passed at meeting
153. Resolution requiring special notice
154. Registration and copies of certain resolutions and agreements
155. Resolutions at adjourned meetings
156. Minutes of proceedings
157. Inspection of minute books
DIVISION 4
REGISTER OF MEMBERS
158. Register and index of members
159. Where register to be kept
160. Inspection and closing of register
161. Consequences of default by agent
162. Power of Court to rectify register
163. Limitation of liability of trustee, etc., registered as owner of shares
164. Branch registers
DIVISION 5
ANNUAL RETURN
165. Annual return by company having a share capital
165A. Auditor’s statements
166. Exemption from filing list of members with annual return for certain public companies
PART VI
ACCOUNT AND AUDIT
DIVISION 1
ACCOUNTS
166A.
167. Compliance with approved accounting standards Accounts to be kept
168. As to accounting periods of companies within the same group
169. Profit and loss account, balance-sheet and directors’ report
169A. Relief from requirements as to form and content of accounts and reports
169B. Power of Registrar to require a statement of valuation of assets
170. Members of company entitled to balance sheet, etc.
171. Penalty
DIVISION 2
AUDIT
172. Appointment and remuneration of auditors
173. Auditors’ remuneration
174. Powers and duties of auditors as to reports on accounts
174A. Auditors and other persons to enjoy qualified privilege in certain circumstances
175. Duties of auditors to trustee for debenture holders
PART VII
ARRANGEMENTS AND RECONSTRUCTIONS
176. Power to compromise with creditors and members
177. Information as to compromise with creditors and members
178. Provisions for facilitating reconstruction and amalgamation of companies
179. (Deleted)
180. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
181. Remedy in cases of an oppression
PART VIII RECEIVERS AND MANAGERS
182. Disqualification for appointment as receiver
183. Liability of receiver
184. Power of Court to fix remuneration of receivers or managers
185. Appointment of liquidator as receiver
186. Notification of appointment of receiver
187. Statement that receiver appointed
188. Provisions as to information where receiver or manager appointed
189. Special provisions as to statement submitted to receiver
190. Lodging of accounts of receivers and managers
191. Payments of certain debts out of assets subject to floating charge in priority to claims under charge
192. Enforcement of duty of receiver, etc., to make returns
PART IX
INVESTIGATIONS
193. Application of Part
194. Interpretation
195. Power to declare company or foreign company
196. Appointment of inspectors for declared companies
197. Investigation of affairs of company by inspectors at direction of Minister
198. As to reports of inspectors
199. Investigation by resolution of company
199A.Investigation of affairs of related corporation
200. Procedure and costs of inquiry
201. As to costs of investigation under section 197
202. Report of inspector to be admissible in evidence
203. Powers of inspector in relation to a declared company
204. Suspension of actions and proceedings by declared company
205. Winding up of company
206. Penalties
207. Appointment and powers of inspectors to investigate ownership of company
208. Power to require information as to persons interested debentures in shares or
208A. Power to require information as to persons interested in shares or debentures
209. Power to impose restrictions on shares or debentures
210. Inspectors appointed in other countries
PART X
WINDING UP
DIVISION 1
PRELIMINARY
211. Modes of winding up
212. Application of winding up provisions
213. Government bound by certain provisions 214. Liability as contributories of present and past members
215. Nature of liability of contributory
216. Contributories in the case of death of member
DIVISION 2
WINDING UP BY THE COURT
Subdivision (1)—General
217. Application of winding up
218. Circumstances in which company may be wound up by Court
219. Commencement of winding up by the Court
220. As to payment of preliminary costs, etc., by petitioner (other than company or liquidator)
221. Powers of Court on hearing petition
222. Power to stay or restrain proceedings against company
223. Avoidance of dispositions of property, etc.
224. Avoidance of certain attachments, etc.
225. Petition to be lis pendens
226. Copy of order to be lodged, etc.
Subdivision (2)-Liquidators
Section
227. Appointment, style, etc., of liquidators
228. Provisions where person other than Official Receiver is appointed liquidator
229. Control of unofficial liquidators by Official Receiver
230. Control of Official Receivers by Minister
231. Provisional liquidator
232. General provisions as to liquidators
233. Custody and vesting of company’s property
234. Statement of company’s affairs to be submitted to Official Receiver
235. Report by liquidator
236. Powers of liquidator
237. Exercise and control of liquidator’s powers
238. Payment by liquidator into bank
239. Release of liquidators and dissolution of company
240. As to orders for release or dissolution
Subdivision (3)—Committees of Inspection
241. Meetings to determine whether committee of inspection to be appointed
242. Constitution and proceedings of committee of inspection
243. Power to stay winding up
244. Settlement of list of contributories and application of assets
245. Payment of debts due by contributory to company and extent to which set-off allowed
246. Appointment of special manager
247. Claims of creditors and distribution of assets
248. Inspection of books by creditors and contributories
249. Power to summon persons connected with company
250. Power to order public examination of promoters, directors, etc.
251. Power to arrest absconding contributory
252. Delegation to liquidator of certain powers of Court
253. Powers of Court cumulative
DIVISION 3
VOLUNTARY WINDING UP
Subdivision (1)—Introductory
254. Circumstances in which company may be wound up voluntarily
255. Provisional liquidators
256. Effect of voluntary winding up
257. Declaration of solvency
Subdivision (2)—Provisions applicable only Members’
Voluntary Winding Up
258. Liquidators
259. Duty of liquidator to call creditors’ meeting in case of insolvency
Subdivision (3)—Provisions applicable only to Creditors’
Voluntary Winding Up
260. Meeting of creditors
261. Liquidators
262. Committee of inspection
263. Property and proceedings
Subdivision (4)—Provisions applicable to every
Voluntary Winding Up
264. Distribution of property of company
265. Appointment of liquidator
266. Removal of liquidator
267. Review of liquidator’s remuneration
268. Act to liquidator valid, etc.
269. Powers and duties of liquidator
270. Power of liquidator to accept shares, etc., as consideration for sale of property of company
271. Annual meeting of members and creditors
272. Final meeting and dissolution
273. Arrangement when binding on creditors
274. Application to Court to have questions determined or powers exercised
275. Costs
276. Limitation on right to wind up voluntarily
DIVISION 4
PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP
Subdivision (1)—General
277. Books to be kept by liquidator
278. Powers of Official Receiver where no committee of inspection
279. Appeal against decision of liquidator
280. Notice of appointment and address of liquidator or provisional liquidator
281. Liquidator’s accounts
282. Liquidator to make good defaults
283. Notification that a company is in liquidation
284. Books of company
285. Investment of surplus funds on general account
286. Unclaimed assets to be paid to receiver of revenue
287. Expenses of winding up where assets insufficient
288. Resolutions passed at adjourned meetings of creditors and contributories
289. Meetings to ascertain wishes of creditors or contributories
290. Special commission for receiving evidence
Subdivision (2)—Proof and Ranking of Claims
291. Proof of debts
292. Priorities
Subdivision (3)—Effect on other Transactions
293. Undue preference
294. Effect of floating charge
295.
296.
297.
298.
299.
Liquidator’s right to recover in respect of certain sacompany
Disclaimer of onerous property
Interpretation
Restriction of rights of creditor as to execution or aDuties of bailiff as to goods taken in execution les to or by ttachment
Subdivision (4)—Offences
300. Offences by officers of companies in liquidation
301. Inducement to be appointed liquidator
302. Penalty for falsification of books
303. Liability where proper accounts not kept
304. Responsibility for fraudulent trading
305. Power of Court to assess damages against delinquent officers, etc.
306. Prosecution of delinquent officers and members of company
Subdivision (5)—Dissolution
307. Power of Court to declare dissolution of company void
308. Power of Registrar to strike defunct company off register
309. Registrar to act as representative of defunct company in certain events
310. Outstanding assets of defunct company to vest in Registrar
311. Outstanding interests in property how disposed of
312. Liability of Registrar and Government as to property vested in Registrar
313. Accounts and audit
DIVISION 5
WINDING UP OF UNREGISTERED COMPANIES
314. “Unregistered company”
315. Winding up of unregistered companies
316. Contributories in winding up of unregistered company
317. Power of Court to stay or restrain proceedings
318. Outstanding assets of defunct unregistered company
PART XI
VARIOUS TYPES OF COMPANIES, ETC.
DIVISION 1
INVESTMENT COMPANIES
Section
319. Interpretation
320. Restriction on borrowing by investment companies
321. Restriction on investments of investment companies
322. Restriction on underwriting by investment companies
323. Special requirements as to articles and prospectus
324. Not to hold shares in other investment companies
325. Not to speculate in commodities
326. Balance sheets and accounts
327. Investment fluctuation reserve
328. Penalties
DIVISION 2
FOREIGN COMPANIES
329. Foreign companies to which this Division applies
330. Interpretation
331. Power of foreign companies to hold immovable property
332. Documents, etc., to be lodged by foreign companies having place of business in Malaysia
332A. Annual return
333. As to registered office and agents of foreign companies
334. Transitory provision
335. Return to be filed where documents, etc., altered
336. Balance sheets
336A. Accounts to be kept by foreign companies
337. As to fee payable on registration of foreign company because of establishment of a share register in Malaysia
338. Obligation to state name of foreign company, whether limited, and place where incorporated
339. Service of notice
340. Cesser of business in Malaysia
341. Restriction on use of certain names
342. The branch register
343. Registration of shares in branch register
344. Removal of shares from branch register
345. Index of members, inspection and closing of branch registers
346. Application of provisions of Act relating to transfer
347. Branch register to be prima facie evidence
348. Certificate, re share holding
349. Penalties
PART XII
GENERAL
DIVISION 1
ENFORCEMENT OF ACT
350. Service of documents on company
351. Security for costs
352. As to rights of witnesses to legal representation
353. Disposal of shares of shareholder whose whereabouts unknown
354. Power to grant relief
355. Irregularities in proceedings
356. Privileged communications
357. (Deleted)
358. Form of registers, etc.
358A. Use of computers and other means for company records
359. Inspection of registers
360. Translations of instruments
361. Certificate of incorporation conclusive evidence
362. Court may compel compliance
DIVISION 2
OFFENCES
363. Restriction on offering shares, debentures, etc., for subscription or purchase
364. False and misleading statements
364A. False reports
365. Dividends payable from profits only
366. Fraudulently inducing persons to invest money
367. Penalty for improper use of words “Limited” and “Berhad”
368. Frauds by officers
369, General penalty provisions
370. Default penalties
371. Proceedings how and when taken
371A. Compounding of offences
DIVISION 3
MISCELLANEOUS
372. Rules
373. Regulations
374. Power to amend Schedules
FIRST SCHEDULE
SECOND SCHEDULE
THIRD SCHEDULE
FOURTH SCHEDULE
FIFTH SCHEDULE
FIFTH SCHEDULE—A
SIXTH SCHEDULE
SEVENTH SCHEDULE
EIGHTH SCHEDULE
NINTH SCHEDULE
TENTH SCHEDULE
