Companies Act 2015
D.R. 30 of 2015; Federal Bill; Issuing Authority: Parliament of Malaysia
28 October 2015 | Source: Parliament

COMPANIES BILL 2015

ARRANGEMENT OF CLAUSES

Part I

PRELIMINARY

Clause

1. Short title and commencement

2. Interpretation

3. Definition of "corporation"

4. Definition of "subsidiary and holding company"

5. Definition of "ultimate holding company"

6. Definition of "wholly-owned subsidiary"

7. When corporations deemed to be related to each other

8. Interests in shares

Part II

FORMATION AND ADMINISTRATION OF COMPANIES

Division 1

Types of Companies

9. Essential requirements of a company

10. Types of companies

11. Private or public company

12. Prohibition on companies limited by guarantee with a share capital

13. Prohibition for unincorporated associations, etc.

Division 2

Incorporation and Its Effects

14. Application for incorporation

15. Registration for incorporation

Clause

16. Power to refuse registration of incorporation

17. Certificate of incorporation

18. Effect of incorporation

19. Notice of registration as conclusive evidence

20. Separate legal entity

21. Companies have unlimited capacity

Division 3

Restriction on Subsidiary Being Member of Its Holding Company

22. Membership of holding company

23. Subsidiary acting as a participating dealer

24. Protection of third parties in other cases where a subsidiary acts as a dealer in securities

Division 4

Name of Company

25. Name of company

26. Availability of name

27. Confirmation of availability and reservation of name

28. Change of name

29. Power of Registrar to direct a change of name

30. Publication of name

Division 5

Constitution of a Company

31. Constitution of a company

32. Company may adopt a constitution

33. Effect of constitution

34. Form of constitution

35. Contents of a company's constitution

36. Company may alter or amend constitution

Clause

37. Court may alter or amend constitution

38. A company limited by guarantee shall have a constitution

39. Non-application of doctrine of constructive notice

Division 6

Conversion of Company Status

40. Conversion from an unlimited company to a limited company

41. Conversion from public companies to private companies or private companies to public companies

Division 7

Provisions Applicable to Certain Types of Companies

42. Private companies

43. Prohibition of private companies to offer shares or debentures or invite to deposit money

44. Offer to the public

45. Company limited by guarantee

Division 8

Registered Office and Registers

46. Registered office and office hours

47. Documents to be kept at registered office

48. Inspection of documents and records kept by company

49. Forms of documents and other means for recording of documents

50. Register of members

51. Duty to notify of particulars and changes in the register of members

52. Index of members of company

53. Branch register of members

54. Place where register of members and index to be kept

55. Inspection and closing of register of members and index

56. Power of company to require disclosure of beneficial interest in its voting Shares

Clause

57. Register of directors, managers and secretaries

58. Duty to notify of particulars and changes of director, manager and secretary

59. Register of directors' shareholdings, etc.

60. Register of debenture holders and copies of trust deed

Division 9

Execution of Documents

61. Company seals

62. Official seal for use abroad

63. Official seal for share certificates, etc.

64. Company contracts

65. Pre-incorporation contract

66. Execution of documents

67. Execution of deeds

Division 10

Annual Return

68. Duty to lodge annual return

Part III

MANAGEMENT OF COMPANY

Division 1

Share and Capital Maintenance

Subdivision 1

Share Capital

69. Types of shares

70. Nature of shares

71. Rights and powers attaching to shares

72. Preference shares

73. Prohibition to issue bearer's share warrants

Clause

74. No par value shares

75. Exercise of power of directors to allot shares or grant rights

76. Allotment of shares or grant of rights with company approval

77. Registration of allotment in the register of members

78. Return of allotment

79. General prohibition of commissions, discounts and allowances

80. Permitted commissions

81. Differences in calls and payments, etc.

82. Calls on shares

83. Forfeiture of shares

84. Power of company to alter its share capital

85. Pre-emptive rights to new shares

86. Conversion of shares into stock

87. Rights and privileges of stockholders

88. Rights attached to shares

89. Classes of shares

90. Description of shares of different classes

91. Variation of class rights

92. Notifying shareholders of variation

93. Disallowance or confirmation of variation by Court

94. Delivery of order of Court to Registrar

95. Notifying Registrar of variation

96. Variation includes abrogation

Subdivision 2

Share Certificate, Title, Transfer and Transmission

97. Issuance of share certificate

98. Application for issuance of share certificate

99. Delivery of share certificate

100. Numbering of shares

Clause

101. Registration of members constitute as evidence of legal title

102. Duty of secretary to enter issuance and transfer of shares in the register of members

103. Rectification

104. Loss or destruction of certificates

105. Requirement for instrument of transfer

106. Registration of transfer or refusal of registration

107. Order of Court for registration

108. Validation of shares improperly issued

109. Registration of transmission of shares or debentures

110. Limitation of liability of trustee, etc., registered as owner of shares

111. Lien on shares

Subdivision 3

Solvency Statement

112. Solvency test

113. Solvency statement

114. Offences regarding solvency statement

Subdivision 4

Reduction of Share Capital

115. Company may reduce its share capital

116. Reduction of share capital by Court

117. Reduction of share capital by private or public company

118. Creditor's right to object to the reduction of the share capital by the company

119. Position at end of period for objection by creditor

120. Power of Court in relation to objection by creditor

121. Offences for making groundless or false statements

122. Liability of members on reduced shares

Subdivision 5

Assistance by a Company in the Purchase of Its Own Shares

Clause

123. Financial assistance by a company in dealings in its shares, etc.

124. Consequences of failing to comply with this Subdivision

125. General exceptions

126. Financial assistance not exceeding ten per centum of shareholders' funds

127. Purchase by a company of its own shares, etc.

128. Options to take up unissued shares

129. Register of options to take up unissued shares in a company

130. Power of company to pay interest out of capital in certain cases

Subdivision 6

Dividends

131. Distribution out of profit

132. Distribution only if company is solvent

133. Recovery of distribution

Subdivision 7

Substantial Shareholdings

134. Application and interpretation

135. Persons obliged to comply with Subdivision

136. Substantial shareholdings and substantial shareholders

137. Substantial shareholder to notify company of his interests

138. Substantial shareholder to notify company of change in his interests

139. Person who ceases to be substantial shareholder to notify company

140. References to operation of interests in shares

141. Copy of notice to be served on the Registrar

142. Notice to non-residents

143. Registrar may extend time for giving notice under this Subdivision

144. Company to keep and maintain register of substantial shareholders

145. Powers of Court with respect to defaulting substantial shareholders

Subdivision 8

The Central Depository System-a Book-Entry or Scripless System for the Transfer of Securities

Clause

146. Interpretation

147. Depositor deemed to be member

148. Transfer of securities is by way of book entry

149. Rectification of record of depositors

150. Non-application of section 472 to disposition made by way of book entry

151. Exemption from this Subdivision

Subdivision 9

Prospectus

152. Application of Subdivision 9

153. Power of Minister to exempt the application of Subdivision 9

154. Requirement to register and lodge prospectus

155. Registration of prospectus

156. Refusal to register a prospectus

157. Keeping of documents relating to prospectus

158. Invitations to the public to lend money to or to deposit money with a corporation

159. Form and contents of prospectus

160. Consent from person to issue prospectus containing his statement

161. Relief from requirements as to form and content of prospectus

162. Retention of over-subscription in issuance of debenture

163. Certain advertisements deemed to be prospectuses

164. Document containing offer of shares for sale to be deemed prospectus

165. Information memorandum deemed to be prospectus

166. Supplemental prospectus or replacement prospectus

167. Civil liability for misstatement in prospectus

168. Criminal liability for misstatement in prospectus

169. Persons not to be taken to have authorized or caused issue of prospectus

170. Stop order

Subdivision 10

Debentures

Clause

171. Application of Subdivision 10

172. Specific performance of contracts

173. Perpetual debentures

174. Power to re-issue redeemed debentures

175. Deposit of debentures to secure advances

176. Qualifications of trustee for debenture holders

177. Duties of trustee

178. Retirement of trustee

179. Contents of trust deed

180. Power of Court in relation to certain irredeemable debentures

181. Power of trustee to apply to Court for directions, etc.

182. Obligations of borrowing corporation

183. Obligation of guarantor corporation to furnish information

184. Loans and deposits to be immediately refundable on certain events

185. Liability of trustee for debenture holders

Subdivision 11

Restrictions on Allotment and Commencement of Business

186. Prohibition of allotment unless minimum subscription received

187. Application for moneys to be held in trust until allotment

188. Restriction on allotment in certain cases

189. Requirements as to statements in lieu of prospectus

190. Restrictions on commencement of business in certain circumstances

191. Restriction on varying contracts referred to in prospectus, etc.

Division 2

Members, Directors and Officers of Companies

Subdivision 1

Members

192. Liability of members

Clause

193. Liability for calls and forfeiture

194. Shareholders not bound to acquire additional shares by alteration to constitution

195. Members' rights for management review

Subdivision 2

Directors

196. Directors of company

197. Persons connected with directors

198. Persons disqualified from being a director

199. Power of Court to disqualify persons from acting as director or promoter

200. Power of Registrar to remove name of disqualified director

201. Directors' consent required

202. Named and subsequent directors

203. Appointment of directors of public company to be voted on individually

204. Validity of acts of directors and officers

205. Retirement of directors

206. Removal of directors

207. Right to be heard for directors of public company against removal

208. Vacation of office of director

209. Resignation, vacation or death of sole director or last remaining director

Subdivision 3

Directors' Duties and Responsibilities

210. Interpretation

211. Functions of Board

212. Proceedings of Board

213. Duties and responsibilities of directors

214. Business judgment rule

215. Reliance on information provided by others

Clause

216. Responsibility for actions of delegate

217. Responsibility of a nominee director

218. Prohibition against improper use of property, position, etc.

219. General duty to make disclosure

220. Effect of other rules of law on duties of directors

221. Disclosure of interest in contracts, proposed contracts, property, offices, etc.

222. Interested director not to participate or vote

223. Approval of company required for disposal by directors of company's undertaking or property

224. Loans to director

225. Prohibition of loans to persons connected with directors

226. Prohibition of tax free payments to directors

227. Payment to directors for loss of office, etc.

228. Transactions with directors, substantial shareholders or connected persons

229. Exception to section 228

230. Approvals for fees of directors

231. Directors' service contracts

232. Copy of contracts to be available for inspection

233. Right of member to inspect and request copy

234. Contract with sole member who is also a director

Subdivision 4

Secretary

235. Requirement for a secretary

236. Appointment of a secretary

237. Resignation of a secretary

238. Disqualification to act as a secretary

239. Removal of a secretary

240. Office of secretary shall not be left vacant

241. Requirement to register with Registrar

242. Prohibition to act in dual capacity

Division 3

Accounts and Audit

Subdivision 1

Financial Statements and Report

Clause

243. Interpretation

244. Compliance with approved accounting standards

245. Accounts to be kept

246. System of internal control

247. Accounting periods of companies within same group

248. Directors shall prepare financial statements

249. General requirements for financial statements

250. Subsidiaries to be included in consolidated financial statements

251. Financial statements to be approved by the Board

252. Directors shall prepare directors' report

253. Contents of directors' report

254. Form and contents of directors' report and financial statement of a banking corporation, etc.

255. Relief from requirements as to form and contents of financial statements and directors' report

256. Power of Registrar to require a statement of valuation of assets

257. Duty to circulate copies of financial statements and reports

258. Time allowed for sending out copies of financial statements and reports

259. Duty to lodge financial statements and reports with the Registrar

260. Duty to lodge certificate relating to exempt private company

261. Auditor's statements

Subdivision 2

Auditors

262. Definition of "outgoing auditor"

263. Company auditors to be approved by Minister charged with responsibility for finance

264. Company auditors

265. Registration of firms of auditors

266. Powers and duties of auditors

Chapter I

Provisions Relating to Auditor of Private Company

Clause

267. Appointment of auditors of private company

268. Power of Registrar to appoint auditors of private company

269. Term of office of auditors of private company

270. Prevention by members of deemed re-appointment of auditor

Chapter II

Provisions Relating to Auditor of Public Company

271. Appointment of auditors of public company

272. Power of the Registrar to appoint auditors of public company

273. Term of office of auditors of public company

Chapter III

General Provisions relating to Auditors

274. Fixing of auditor's remuneration

275. Obligation to furnish particulars of payment made to auditors

276. Resolution to remove auditor from office

277. Special notice required for resolution to remove auditor from office

278. Notice to Registrar of resolution to remove auditor from office

279. Procedure to appoint auditor by written resolution

280. Procedure to appoint auditor at a meeting of members

281. Resignation of auditor

282. Notice of resignation of auditor to Registrar

283. Rights of resigning auditor of a public company

284. Duty to inform upon cessation of office

285. Attendance of auditors at general meetings where financial statements are laid

286. Auditor and other person to enjoy qualified privilege in certain circumstances

287. Duties of auditors to trustee for debenture holders

Division 4

Indemnity and Insurance for Officers and Auditors

Clause

288. Provisions indemnifying directors or officers

289. Indemnity and insurance for officers and auditors

Division 5

Meetings

Subdivision 1

Meetings and Resolutions for Members

290. Passing a resolution

291. Ordinary resolutions

292. Special resolutions

293. General rules on voting

294. Votes by proxy

295. Votes of joint holders of shares

296. Right to object to a person's entitlement to vote

Subdivision 2

Written Resolutions of Private Companies

297. Written resolutions of private companies

298. Eligibility of members to receive written resolution

299. Circulation date

300. Manner in which a written resolution to be circulated

301. Circulation of written resolutions proposed by directors

302. Members' power to require circulation of written resolution

303. Circulation of written resolution proposed by members

304. Expenses of circulation

305. Application not to circulate a member's written resolution

306. Procedure for signifying agreement to written resolution

307. Period for agreeing to written resolution

308. Sending of documents relating to written resolutions by electronic means

Subdivision 3

Passing Resolutions at Meetings of Members

Clause

309. Resolutions at meetings of members

310. Power to convene meetings of members

311. Power to require directors to convene meetings of members

312. Directors' duty to call meetings required by members

313. Power of members to convene meeting of members at company's expense

314. Power of Court to order meeting

315. Resolution passed at adjourned meeting

Subdivision 4

Notice of Meetings

316. Notice required for meetings of members

317. Contents of notices of meetings of members

318. Notice of adjourned meetings of members

319. Manner in which notice to be given

320. Notification of publication of notice of meeting on website

321. Persons entitled to receive notice of meetings of members

322. Resolution requiring special notice

323. Power of members to require circulation of statements

324. Director's duty to circulate members' statement

325. Power of Court to order non-circulation of member's statement

326. Sending documents relating to a meeting by electronic means

Subdivision 5

Procedure at Meetings

327. Meetings of members at two or more venues

328. Quorum at meetings

329. Chairperson of meetings of members

330. Declaration by chairperson on a show of hands

331. Right to demand a poll

332. Voting on a poll

333. Representation of corporations at meetings of members

Subdivision 6

Proxies

Clause

334. Appointment of proxies

335. Notice of meetings of members to contain statement of rights to appoint proxies

336. Proxy as a chairperson of a meeting of members

337. Right of proxy to demand for a poll

338. Termination of a person's authority to act as a proxy

Subdivision 7

Class Meetings

339. Application to class meetings

Subdivision 8

Additional Requirements for Public Companies

340. Annual general meeting

Subdivision 9

Record of Resolutions and Meetings

341. Records of resolutions and meetings

342. Inspection of records of resolutions and meetings

343. Records as evidence of resolutions

344. Details of decisions provided by a sole member

Division 6

Remedies

345. Interpretation

346. Remedy in cases of an oppression

347. Derivative proceedings

348. Leave of Court

349. Effect of ratification

350. Powers of the Court

351. Injunction

Division 7

Charges, Arrangement and Reconstructions and Receivership

Subdivision 1

Charges

Clause

352. Registration of charges

353. Types of charges require registration

354. Registration of charges created over property outside Malaysia

355. Registration of charges in series of debentures

356. Duty of company to register charges existing on property acquired

357. Register of charges to be kept by Registrar

358. Endorsement of certificate of registration on debentures

359. Assignment and variation of charge

360. Satisfaction and release of property from charge

361. Extension of time and rectification of register of charges

362. Company to keep instruments of charges and register of charges

363. Documents made out of Malaysia

364. Application of this Subdivision to foreign company

Subdivision 2

Arrangements and Reconstructions

365. Interpretation

366. Power of Court to order compromise or arrangement with creditors and members

367. Power of Court to appoint an approved liquidator

368. Power of Court to restrain proceedings

369. Information as to compromise or arrangement with creditors and members

370. Reconstruction and amalgamation of companies

371. Right of offeror to buy out

Subdivision 3

Receivers and Receivers and Managers

372. Qualification for appointment of receiver or receiver and manager

373. Disqualification for appointment as receiver or receiver and manager

Clause

374. Appointment of receiver or receiver and manager

375. Appointment of receiver or receiver and manager under instrument

376. Appointment of receiver or receiver and manager by Court

377. Notice of appointment of receiver or receiver and manager

378. Vacancy in office of receiver or receiver and manager

379. Notice of cessation of office

380. Statement relating to appointment of receiver or receiver and manager

381. Liability of receiver or receiver and manager

382. Liability for contract

383. Power of receiver or receiver and manager

384. Application to Court for directions

385. Appointment of liquidator as receiver or receiver and manager in cases of winding up

386. Powers of receiver or receiver and manager on liquidation

387. Power of Court to fix remuneration of receiver or receiver and manager

388. Provisions as to information if receiver or receiver and manager appointed

389. Obligations of company and directors to provide information to receiver or receiver and manager

390. Submission of statement of affairs

391. Lodging of accounts of receiver or receiver and manager

392. Payments of certain debts subject to floating charge in priority to claims under charge

393. Enforcement of duty of receiver or receiver and manager, etc., to make returns

Division 8

Corporate Rescue Mechanism

394. Interpretation

Subdivision 1

Corporate Voluntary Arrangement

395. Non-application of this Subdivision

396. Persons who may propose voluntary arrangement

397. Proposal for voluntary arrangement

398. Moratorium

Clause

399. Summoning of meetings

400. Decisions of meetings

401. Implementation of proposal

402. Arrangements coming to an end prematurely

Subdivision 2

Judicial Management

403. Non-application of this Subdivision

404. Application to Court for a company to be placed under judicial management and for appointment of a judicial manager

405. Power of Court to make a judicial management order and appoint a judicial manager

406. Duration of judicial management order and its extension

407. Nomination of judicial manager

408. Notice of application for judicial management order

409. Dismissal of application for judicial management order

410. Effect of application for a judicial management order

411. Effect of judicial management order

412. Notification that a company is under judicial management order

413. Vacancy in appointment of judicial manager

414. General powers and duties of judicial manager

415. Power to deal with charged property, etc.

416. Agency and liability for contracts

417. Vacation of office and release

418. Information to be given by and to judicial manager

419. Company's statement of affairs

420. Statement of proposals

421. Consideration of proposals by creditors' meeting

422. Committee of creditors

423. Duty to manage company's affairs, etc., in accordance with approved proposals

424. Duty to apply for discharge of judicial management order

425. Protection of interests of creditors and members

426. Undue preference in judicial management

Clause

427. Delivery and seizure of property

428. Duty to co-operate with judicial manager

429. Inquiry into company's dealings, etc.

430. Application of provisions of winding up of a company under judicial management

Part IV

CESSATION OF COMPANIES

Division 1

Voluntary and Compulsory Winding Up

Subdivision 1

Preliminary

431. Application of winding up provisions

432. Modes of winding up

433. Qualification of liquidator

434. Government bound by certain provisions

Subdivision 2

Contributories

435. Liability as contributories of present and past members

436. Nature of liability of contributory

437. Contributories in the case of death of member

438. Contributories in case of bankruptcy of member

Subdivision 3

Voluntary Winding Up

439. Circumstances in which company may be wound up voluntarily

440. Interim liquidators

441. Date of commencement of winding up

442. Effect of voluntary winding up

443. Declaration of solvency

444. Distinction between "members" and "creditors" voluntary winding up

Subdivision 4

Members' Voluntary Winding Up

Clause

445. Appointment and removal of liquidator

446. Power to fill vacancy in office of liquidator

447. Duty of liquidator to call for creditors' meeting in case of insolvency

448. Conversion to creditors' voluntary winding up

Subdivision 5

Creditors' Voluntary Winding Up

449. Meeting of creditors

450. Liquidators in creditors voluntary winding up

451. Property and proceedings

Subdivision 6

Provisions Applicable to Every Voluntary Winding Up

452. Distribution of property of company

453. Appointment or removal of liquidator by Court

454. Remuneration of liquidators in voluntary winding up

455. Act of liquidator valid, etc.

456. Powers of liquidator in a voluntary winding up

457. Power of liquidator to accept shares, etc., as consideration for sale of property of company

458. Annual meeting of members and creditors

459. Final meeting and dissolution

460. Arrangement binding on creditors

461. Application to Court to have questions determined or powers exercised

462. Costs

463. Limitation on right to wind up voluntarily

Subdivision 7

Winding Up by Court

464. Petition of winding up

465. Circumstances in which company may be wound up by Court

Clause

466. Definition of inability to pay debts

467. Commencement of winding up by the Court

468. Payment of preliminary costs by petitioner

469. Powers of Court on hearing petition for winding up

470. Power of Court to stay or restrain proceedings against company prior to order of winding up

471. Action or proceeding stayed after winding up order

472. Avoidance of dispositions of property or certain attachment, etc.

473. Petition to be lis pendens

474. Lodgement of winding up order

475. Effect of winding up order

Subdivision 8

Provisions Relating to Liquidators in Winding Up by Court

476. Interim liquidator

477. Appointment, style, etc., of liquidators

478. Appointment of other person as liquidator other than Official Receiver

479. Remuneration of liquidators in winding up by Court

480. Control of approved liquidator by Official Receiver

481. Control of Official Receiver by Minister

482. Resignation or removal of liquidator in winding up by Court

483. Custody and vesting of company's property

484. Submission of statement of affairs of company

485. Report by liquidator

486. Powers of liquidator in winding up by Court

487. Exercise and control of liquidator's powers

488. Liquidator to pay moneys received into bank account

489. Settlement of list of contributories and application of assets

490. Release of liquidators and dissolution of company

491. Orders of release or dissolution

Subdivision 9

General Powers of Court in Winding Up by Court

492. Power of Court to stay winding up

Clause

493. Power of Court to terminate winding up

494. Matters relating to stay and termination of winding up

495. Debts due by contributory to company and extent of set off

496. Power of Court to make calls

497. Payment of moneys due to company into named bank

498. Order on contributory conclusive evidence

499. Appointment of special manager

500. Claims of creditors and distribution of assets

501. Inspection of books and papers by creditors and contributories

502. Power to summon persons connected with company

503. Power to order public examination of promoters, directors, etc.

504. Power to arrest absconding contributory

505. Delegation of powers of Court to liquidator

506. Powers of Court cumulative

Division 2

Provisions Applicable to Every Winding Up

Subdivision 1

General

507. Investment of surplus funds on general account

508. Unclaimed assets to be paid to receiver of revenue

509. Books and papers to be kept by liquidator

510. Control of Court over liquidators

511. Delivery of property to liquidator

512. Powers of Official Receiver where no committee of inspection

513. Notice of appointment and address of liquidator

514. Liquidator's accounts

515. Liquidator to make good defaults

516. Notification that a company is in liquidation

517. Appeal against decision of liquidator

518. Books and papers of company

519. Expenses of winding up where assets insufficient

Clause

520. Resolutions passed at adjourned meetings of creditors and contributories

521. Meetings to ascertain wishes of creditors or contributories

522. Special commission for receiving evidence

Subdivision 2

Proof and Ranking of Claims

523. Description of debts provable in winding up

524. Rights and duties of secured creditors

525. Rights and duties of unsecured creditors

526. Mutual credit and set off

527. Priorities

Subdivision 3

Effect on Other Transactions

528. Undue preference

529. Effect of floating charge

530. Liquidator's right to recover in respect of certain sales to or by company

531. Disclaimer of onerous property

532. Interpretation

533. Restriction of rights of creditor as to execution or attachment

534. Duties of bailiff as to goods taken in execution

535. Power of Court to declare dissolution of company void

Subdivision 4

Offences

536. Offences by officers of companies in liquidation

537. Inducement to be appointed as liquidator, etc.

538. Falsification of books, etc.

539. Liability where proper accounts not kept

540. Responsibility for fraudulent trading

541. Power of Court to assess damages against delinquent officers, etc.

542. Prosecution of delinquent officers and members of company

Division 3

Winding Up of Unregistered Companies

Clause

543. Provisions of Division cumulative

544. Unregistered company

545. Winding up of unregistered companies

546. Contributories in winding up of unregistered company

547. Power of Court to stay or restrain proceedings

548. Outstanding assets of a dissolved unregistered company

Division 4

Striking Off and Management of Assets of Dissolved Companies

Subdivision 1

Striking Off

549. Power of Registrar to strike off company

550. Application to strike off company

551. Notice of intention to strike off company

552. Objection to striking off

553. Withdrawal of striking off application

554. Effect of striking off

555. Power of Court to reinstate struck off company into register

Subdivision 2

Management of Assets of Dissolved Companies

556. Power of Registrar to represent dissolved company in certain circumstances

557. Outstanding assets of dissolved or struck off company to vest in Registrar

558. Disposal of outstanding interests in property

559. Liability of Registrar and Government as to property vested in Registrar

560. Accounts and audit

Part V

MISCELLANEOUS

Division 1

Foreign Companies

Clause

561. Prohibition on carrying on business in Malaysia

562. Registration of foreign companies

563. Requirement for foreign companies to have agent

564. Name of foreign company and its publication

565. Obligation to state name of foreign company, whether limited, and place where incorporated

566. Requirement to have a registered office

567. Return to be filed where documents, etc., altered

568. The branch register

569. Registration of shares in branch register

570. Removal of shares from branch register

571. Index of members, inspection and closing of branch registers

572. Transfer of shares and rectification

573. Branch register to be prima facie evidence

574. Accounts to be kept by foreign companies

575. Financial statements

576. Annual return

577. Service of notice

578. Cessation of business in Malaysia

579. Power of foreign companies to hold immovable property

Division 2

Enforcement and Sanctions

Subdivision 1

Enforcement of the Act

580. As to rights of witnesses to legal representation

581. Power to grant relief

582. Irregularities in proceedings

Clause

583. Disposal of shares of shareholder whose whereabouts unknown

584. Furnishing of information and particulars of shareholding

585. Court may compel compliance

586. Translations of instruments

587. Protection to certain officers who make disclosures

588. General penalty provisions

589. Proceedings how and when taken

590. Investigation of affairs of company at direction of Minister

Subdivision 2

General Offences

591. False and misleading statements

592. False reports

593. False report or statement to the Registrar

594. Fraudulently inducing persons to invest money

595. Fraud by officer

596. Restriction on offering shares, debentures, etc., for subscription or purchase

597. Restriction on the use of words "Limited", "Berhad" and "Sendirian"

598. Prosecution of delinquent officers of company

Division 3

General Provisions

599. Evidentiary value of copies certified by Registrar

600. Evidence of statutory requirements

601. Registers and inspection of Register

602. Rectification of registers

603. Disposal of old records

604. Electronic lodgement of documents

605. Issuing document electronically

606. Electronic information, etc. certified by Registrar admissible in evidence

607. Enforcement of duty to make returns

608. Relodging of lost or destroyed documents

Clause

609. Time for lodging documents and extension of time

610. Particulars and manner of information required to be lodged under this Act

611. Time for compliance with the requirements under this Act

612. Methods of communication between company and members

613. Power to make regulations

614. Power to impose terms and conditions

615. Exemption

616. Rules

617. Power to amend Schedules

Division 4

Saving and Transitional

618. Transitional provisions relating to abolition of nominal value

619. General transitional provisions

620. Repeal and savings

First Schedule

Second Schedule

Third Schedule

Fourth Schedule

Fifth Schedule

Sixth Schedule

Seventh Schedule

Eighth Schedule

Ninth Schedule

Tenth Schedule

Eleventh Schedule

Twelfth Schedule

Thirteenth Schedule

A BILL

intituled

An Act to provide for the registration, administration and dissolution of companies and corporations and to provide for related matters.

[ ]

ENACTED by the Parliament of Malaysia as follows:

Click here to view [pages 29 through 628 of] the Bill.

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