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already lodged in pursuance of subsection 332(2), a copy of the
deed or document or power of attorney referred to in that section
verified in accordance with that section.
Transitory provision
334. (1) On the lodging with the Registrar of particulars of a
change or alteration in a matter referred to in paragraph 335(1)(f),
the Registrar shall issue a certificate in the prescribed form under
his hand and seal, which certificate shall be prima facie evidence
in all courts of the particulars mentioned in the certificate.
(2) Nothing in this Division shall require a foreign company
which was registered under any of the repealed written laws
immediately before the commencement of this Act as a foreign
company to register pursuant to this Division but such a company
shall comply with paragraphs 332(1)(d) and (f) within one month
after the commencement of this Act.
Return to be filed where documents, etc., altered
335. (1) Where any change or alteration is made in--
(a) the charter, statutes, memorandum or articles of the foreign
company or other instrument lodged with the Registrar;
(b) the directors of the foreign company or in the name or
address of any director;
(c) the agent or agents of the foreign company or in the name
or address of any agent;
(d) the situation of the registered office of the foreign company
in Malaysia or of the days or hours during which it is
open and accessible to the public;
(e) the address of the registered office of the foreign company
in its place of incorporation or origin;
(f) the name of the foreign company; or
(g) the powers of any directors resident in Malaysia who are
members of the local board of directors of the foreign
company,
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the foreign company shall, within one month or within such further
period as the Registrar in special circumstances allows after the
change or alteration, lodge with the Registrar particulars of the
change or alteration and such documents as the regulations require.
Second Schedule fee payable
(1A) Upon receipt of the aforesaid particulars of the change or
alteration the Registrar shall subject to this Act register the change
or alteration.
(2) If a foreign company increases its authorized share capital
it shall, within one month or within such further period as the
Registrar in special circumstances allows after the increase, lodge
with the Registrar notice of the amount from which and of the
amount to which it has been so increased.
(3) If a foreign company not having a share capital increases
the number of its members beyond the registered number it shall,
within one month or within such further period as the Registrar
in special circumstance allows after the increase was resolved on
or took place, lodge with the Registrar notice of the increase.
(4) If any order is made by a Court under any law in force in
the country in which a foreign company is incorporated which
corresponds to section 176 the company shall, within one month
or within such further period as the Registrar in special circumstances
allows after the order was made, lodge with the Registrar an office
copy of that order.
Balance sheets
336. (1) Subject to this section a foreign company shall, within
two months of its annual general meeting, lodge with the Registrar
a copy of its balance sheet made up to the end of its last financial
year in such form and containing such particulars and accompanied
by copies of such documents as the company is required to annex,
attach or send with its balance sheet by the law for the time being
applicable to that company in the place of its incorporation or
origin, together with a statutory declaration in the prescribed form
verifying that the copies are true copies of the documents so
required.
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(2) The Registrar may, if he is of the opinion that the balance
sheet and other documents referred to in subsection (1) do not
sufficiently disclose the company's financial position, require the
company to lodge a balance sheet within such period, in such form
and containing such particulars and to annex thereto such documents
as the Registrar by notice in writing to the company requires, but
this subsection does not authorize the Registrar to require a balance
sheet to contain any particulars or the company to annex, attach
or to send any documents that would not be required to be furnished
if the company were a public company incorporated under this
Act.
(3) The company shall comply with the requirements set out in
the notice.
(4) Where a foreign company is not required by the law of the
place of its incorporation or origin to hold an annual general
meeting and prepare a balance sheet, the company shall prepare
and lodge with the Registrar a balance sheet within such period,
in such form and containing such particulars and to annex thereto
such documents as the directors of the company would have been
required to prepare or obtain if the company were a public company
incorporated under this Act.
(5) In addition to the balance sheet and other documents required
to be lodged with the Registrar by subsections (1) to (4), a foreign
company shall lodge with the Registrar with the balance sheet and
other documents a duly audited statement showing its assets used
in and liabilities arising out of its operations in Malaysia as at the
date to which its balance sheet was made up and a duly audited
profit and loss account which, so far as is practicable, complies
with the requirements of the Ninth Schedule and which gives a
true and fair view of the profit or loss arising out of the company's
operations in Malaysia for the last preceding financial year of the
company:
Provided that--
(a) the company shall be entitled to make such apportionments
of expenses incurred in connection with operations or
administration affecting both Malaysia and elsewhere and
to add such notes and explanations as in its opinion are
necessary or desirable in order to give a true and fair
view of the profit or loss of its operations in Malaysia;
and
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(b) the Registrar may waive compliance with this subsection
in relation to any foreign company if he is satisfied that--
(i) it is impractical to comply with this subsection
having regard to the nature of the company's
operations in Malaysia;
(ii) it would be of no real value having regard to the
amount involved;
(iii) it would involve expense unduly out of proportion
to its value; or
(iv) it would be misleading or harmful to the business
of the company or to any company which is deemed
by virtue of section 6 to be related to the company.
(6) A statement and profit and loss account shall be deemed to
have been duly audited for the purposes of subsection (5) if it is
accompanied by a report by an approved company auditor which
complies with section 174 and accompanied by a statutory declaration
by the agent or, where the agent is not primarily responsible for
the financial management of the company, by the person so
responsible setting forth his opinion as to the correctness or otherwise
of the statement and profit and loss account.
(7) (Deleted by Act A836).
Accounts to be kept by foreign companies
336A. (1) Every foreign company and the directors and managers
thereof shall cause to be kept such accounting and other records
in Malaysia as will sufficiently explain the transactions and financial
position of the foreign company (arising out of its operations in
Malaysia) and shall cause those records to be kept in such a
manner as to enable them to be conveniently and properly audited.
(1A) The records referred to in subsection (1) shall be audited
by a person approved under section 8.
(2) Every foreign company and the directors and managers thereof
shall cause appropriate entries to be made in the accounting and
other records within sixty days of the completion of the transactions
to which they relate.
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(3) Subsections 167(2), (3), (6) and (7) shall apply to foreign
companies as if for references to "company" there were substituted
references to "foreign company" .
As to fee payable on registration of foreign company because
of establishment of a share register in Malaysia
337. (1) Where, on the registration of a company as a foreign
company or on the lodging by a foreign company of a notice under
subsection 335(2), the Registrar certifies in writing that he is
satisfied that the company has established in Malaysia a share
transfer or share registration office but has not otherwise carried
on, is not otherwise carrying on and does not propose otherwise
to carry on business in Malaysia, the liability to pay such part, if
any, of the fee payable under item 18 or 19 of the Second Schedule
in respect of the registration or the lodging of the notice as exceeds
one thousand ringgit is, by force of this section, suspended until
the company commences otherwise to carry on business in Malaysia
or fails to comply with subsection (2), whichever first occurs, but
thereupon the company is liable to pay to the Registrar that part
of that fee.
(2) A company shall, so long as a suspension under subsection
(1) of liability to pay a fee in respect of the company continues,
lodge with the Registrar in each year at the time when a copy of
its balance sheet is lodged with the Registrar a notice in the
prescribed form containing the prescribed particulars with respect
to the business being carried on in Malaysia by the company.
(3) Where a foreign company in respect of which the Registrar
has issued a certificate under subsection (1) commences to carry
on business in Malaysia otherwise than by reason of establishing
or using a share transfer or share registration office, the company
shall, within fourteen days after so commencing, lodge with the
Registrar notice thereof in the prescribed form.
Obligation to state name of foreign company, whether limited,
and place where incorporated
338. (1) A foreign company shall--
(a) conspicuously exhibit outside its registered office and
every place of business established by it in Malaysia in
romanised letters its name and the place where it is formed
or incorporated;
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(b) cause its name, company number and the place where it
is formed or incorporated to be stated in legible romanised
letters on all its bill-heads and letter paper and in all its
notices, prospectuses and other official publications; and
(c) if the liability of its members is limited (unless the last
word of its name is the word "Berhad" or "Limited" or
the abbreviation "Bhd." or "Ltd."), cause notice of that
fact--
(i) to be stated in legible characters in every prospectus
issued by it and in all its bill-heads, letter paper,
notices, and other official publications in Malaysia;
and
(ii) except in the case of a banking corporation, to be
exhibited outside its registered office and every
place of business established by it in Malaysia.
(2) Where the name of a foreign company is indicated on the
outside of its registered office or any place of business established
by it in Malaysia or on any of the documents referred to in subsection
(1) in characters or in any other way than by the use of romanised
letters, the provisions of this section relating to the exhibition or
statement of its name shall be deemed not to have been complied
with unless the name of the company is exhibited outside its office
or place of business or stated on the document in romanised letters
not less large than any of the characters so exhibited or stated on
the relevant office, place of business or document.
(3) In this section, "company number" means the number allocated
by the Registrar to a foreign company on its registration.
Service of notice
339.  Any document required to be served on a foreign company
shall be sufficiently served--
(a) if addressed to the foreign company and left at or sent
by post to its registered office in Malaysia;
(b) if addressed to an agent of the company and left at or sent
by post to his registered address; or
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(c) in the case of a foreign company which has ceased to
maintain a place of business in Malaysia if addressed to
the foreign company and left at or sent by post to its
registered office in the place of its incorporation.
Cesser of business in Malaysia
340. (1) If a foreign company ceases to have a place of business
or to carry on business in Malaysia, it shall, within seven days
after so ceasing, lodge with the Registrar notice of that fact, and
as from the day on which the notice is so lodged its obligation to
lodge any document (not being a document that ought to have been
lodged before that day) with the Registrar shall cease, and the
Registrar shall, upon the expiration of twelve months after lodging
of the notice, remove the name of that foreign company from the
register.
(2) If a foreign company goes into liquidation or is dissolved
in its place of incorporation or origin--
(a) each person who, immediately prior to the commencement
of the liquidation proceedings, was an agent shall, within
one month after the commencement of the liquidation or
the dissolution or within such further time as the Registrar
in special circumstances allows, lodge or cause to be
lodged with the Registrar notice of that fact and, when
a liquidator is appointed, notice of his appointment; and
(b) the liquidator shall, until a liquidator for Malaysia is duly
appointed by the Court, have the powers and functions
of a liquidator for Malaysia.
(3) A liquidator of a foreign company appointed for Malaysia
by the Court or a person exercising the powers and functions of
such a liquidator--
(a) shall, before any distribution of the foreign company's
assets is made, by advertisement in a newspaper circulating
generally in each country where the foreign company had
been carrying on business prior to the liquidation if no
liquidator has been appointed for that place, invite all
creditors to make their claims against the foreign company
within a reasonable time prior to the distribution;
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(b) shall not, without obtaining an order of the Court except
as otherwise provided in subsection (7), pay out any
creditor to the exclusion of any other creditor of the
foreign company; and
(c) shall, unless otherwise ordered by the Court, only recover
and realize the assets of the foreign company in Malaysia
and shall, subject to subsection (7), pay the net amount
so recovered and realized to the liquidator of that foreign
company for the place where it was formed or incorporated
after paying any debts and satisfying any liabilities incurred
in Malaysia by the foreign company.
(4) Where a foreign company has been wound up, so far as its
assets in Malaysia are concerned and there is no liquidator for the
place of its incorporation or origin, the liquidator may apply to the
Court for directions as to the disposal of the net amount recovered
in pursuance of subsection (3).
(5) On receipt of a notice from an agent that the company has
been dissolved the Registrar shall remove the name of the company
from the register.
(6) Where the Registrar has reasonable cause to believe that a
foreign company has ceased to carry on business or to have a place
of business in Malaysia, the provisions of this Act relating to the
striking off the register of the names of defunct companies shall,
with such adaptations as are necessary, extend and apply accordingly.
(7) Section 292 shall apply to a foreign company wound up or
dissolved pursuant to this section as if for references to a company
there were substituted references to a foreign company.
Restriction on use of certain names
341. (1) Except with the consent of the Minister, a foreign company
shall not be registered by a name that, in the opinion of the
Registrar, is undesirable or is a name, or a name of a kind, that
the Minister has directed the Registrar not to accept for registration.
(2) Except with the consent of the Minister, any change in the
name of a foreign company shall not be registered if in the opinion
of the Registrar the new name of the company is undesirable or
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is a name, or a name of a kind, that the Minister has directed the
Registrar not to accept for registration, notwithstanding that particulars
of the change have been lodged in accordance with section 335.
(3) No foreign company to which this Division applies shall use
in Malaysia any name other than that under which it is registered
under this Division.
(4) If default is made in complying with subsection (3) the
foreign company, every officer of the company who is in default
and every agent of the company who knowingly and wilfully
authorizes or permits the default shall be guilty of an offence
against this Act.
Penalty: *Two thousand ringgit. Default penalty.
The branch register
342. (1) Subject to this section, a foreign company which has a
share capital and has any member who is resident in Malaysia,
shall keep at its registered office in Malaysia or at some other
place in Malaysia a branch register for the purpose of registering
shares of members resident in Malaysia who apply to have the
shares registered therein.
(2) The company shall not be obliged to keep a branch register
pursuant to subsection (1) until after the expiration of two months
from the receipt by it of an application in writing by a member
resident in Malaysia for registration in its branch register in Malaysia
of the shares held by the member.
(3) If default is made in complying with subsection (1) the
foreign company, every officer of the company who is in default
and every agent of the company who knowingly and wilfully
authorizes or permits the default shall be guilty of an offence
against this Act.
Penalty: Two hundred and fifty ringgit. Default penalty.
(4) This section shall not apply to any foreign company which
by its constitution prohibits any invitation to the public to subscribe
for shares in the company.
*NOTE--Previously "Five hundred ringgit"see Companies (Amendment) Act 1986 [Act A657].
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(5) Every such register as aforesaid shall be kept in the manner
provided by Division 4 of Part V as though the register were the
register of a company and transfers shall be effected on the register
in the same manner and at the same charges as on the principal
register of the company and transfer lodged at its registered office
in Malaysia shall be binding on the company and the Court shall
have the same powers in relation to rectification of the register as
it has in respect of the register of a company incorporated in
Malaysia.
(6) Where a foreign company opens a branch register in Malaysia
it shall, within fourteen days after the opening thereof, lodge with
the Registrar notice of that fact specifying the address where the
register is kept.
(7) Where any change is made in the place where the register
is kept or where the register is discontinued the company shall,
within fourteen days of the change or discontinuance, lodge notice
of the change or discontinuance with the Registrar.
(8) Where a company or corporation is entitled pursuant to a
law of the place of incorporation of a foreign company corresponding
with section 180 to give notice to a dissenting shareholder in that
foreign company that it desires to acquire any of his shares registered
on a branch register kept in Malaysia, this section shall cease to
apply to that foreign company until--
(a) the shares have been acquired; or
(b) that company or corporation has ceased to be entitled to
acquire the shares.
Registration of shares in branch register
343. Subject to this Act, on application in that behalf by a member
resident in Malaysia, the foreign company shall register in a branch
register of the company the shares held by a member which are
registered in any other register kept by the company.
Removal of shares from branch register
344.  Subject to this Act, on application in that behalf by a member
holding shares registered in a branch register, the foreign company
shall remove the shares from the branch register and register them
in such other register within Malaysia as is specified in the application.
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Index of members, inspection and closing of branch registers
345. Sections 158,159 and 160 shall, with such adaptations as are
necessary, apply respectively to the index of persons holding shares
in a branch register and to the inspection and the closing of the
register.
Application of provisions of Act relating to transfer
346.  Sections 103 and 104, subsections 105(1), 107(1) and (3)
and section 162 shall apply with necessary adaptations with respect
to the transfer of shares on and the rectification of the branch
register of a foreign company.
Branch register to be prima facie evidence
347.  A branch register shall be prima facie evidence of any
matters by this Division directed or authorized to be inserted
therein.
Certificate, re share holding
348.  A certificate under the seal of a foreign company specifying
any shares held by any member of that company and registered in
the branch register shall be prima facie evidence of the title of the
member to the shares and the registration of the shares in the
branch register.
Penalties
349.  If default is made by any foreign company in complying
with any provision of this Division other than a provision in which
a penalty or punishment is expressly mentioned, the company and
every officer of the company who is in default and every agent
of the company who knowingly and wilfully authorizes or permits
the default shall be guilty of an offence against this Act.
Penalty: *One thousand ringgit. Default penalty.
*NOTE--Previously "two hundred and fifty ringgit"see Companies (Amendment) Act 1986 [Act A657].
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PART XII
GENERAL
DIVISION 1
ENFORCEMENT OF ACT
Service of documents on company
350.  A document may be served on a company by leaving it at
or sending it by registered post to the registered office of the
company.
Security for costs
351. (1) Where a company is plaintiff in any action or other legal
proceeding the court having jurisdiction in the matter may, if it
appears by credible testimony that there is reason to believe that
the company will be unable to pay the costs of the defendant if
successful in his defence, require sufficient security to be given
for those costs and stay all proceedings until the security is given.
Costs
(2) The costs of any proceeding before a court under this Act
shall be borne by such party to the proceeding as the court may,
in its discretion, direct.
As to rights of witnesses to legal representation
352. Any person summoned for examination under Part IX or
under section 249 or 250 may at his own cost employ an advocate
who shall be at liberty to put to him such questions as the inspector,
Court, Sessions Court Judge or magistrate deems just for the purpose
of enabling him to explain or qualify any answers given by him.
Disposal of shares of shareholder whose whereabouts unknown
353. (1) Where by the exercise of reasonable diligence a company
is unable to discover the whereabouts of a shareholder for a period
of not less than ten years the company may cause an advertisement
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to be published in a newspaper circulating in the place shown in
the register of members as the address of the shareholder stating
that the company after the expiration of one month from the date
of the advertisement intends to transfer the shares to the Minister
charged with responsibility for finance.
(2) If after the expiration of one month from the date of the
advertisement the whereabouts of the shareholder remain unknown,
the company may transfer the shares held by the shareholder in
the company to the Minister charged with responsibility for finance
and for that purpose may execute for and on behalf of the owner
a transfer of those shares to the Minister charged with responsibility
for finance.
(3) The Minister shall sell or dispose of any shares so received
in such manner and at such time as he thinks fit and shall deal with
the proceeds of the sale or disposal as if they were moneys paid
to him pursuant to the law relating to unclaimed moneys.
Power to grant relief
354. (1) If in any proceeding for negligence, default, breach of
duty or breach of trust against a person to whom this section
applies it appears to the Court before which the proceedings are
taken that he is or may be liable in respect thereof but that he has
acted honestly and reasonably and that, having regard to all the
circumstances of the case including those connected with his
appointment, he ought fairly to be excused for the negligence,
default or breach the court may relieve him either wholly or partly
from his liability on such terms as the Court thinks fit.
(2) Where any person to whom this section applies has reason
to apprehend that any claim will or might be made against him in
respect of any negligence, default, breach of duty or breach of trust
he may apply to the Court for relief, and the Court shall have the
same power to relieve him as under this section it would have had
if it had been a Court before which proceedings against him for
negligence, default, breach of duty or breach of trust had been
brought.
(3) The persons to whom this section applies are--
(a) officers of a corporation;
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(b) persons employed by a corporation as auditors, whether
they are or are not officers of the corporation;
(c) experts within the meaning of this Act; and
(d) any persons who are receivers, receivers and managers
or liquidators appointed or directed by the Court to carry
out any duty under this Act in relation to a corporation
and all other persons so appointed or so directed.
Irregularities in proceedings
355. (1) No proceeding under this Act shall be invalidated by any
defect, irregularity or deficiency of notice or time unless the Court
is of opinion that substantial injustice has been or may be caused
thereby which cannot be remedied by any order of the Court.
(2) The Court may if it thinks fit make an order declaring that
the proceeding is valid notwithstanding any such defect, irregularity
or deficiency.
(3) Without affecting the generality of subsections (1) and (2)
or of any other provision of this Act, where any omission, defect,
error or irregularity (including the absence of a quorum at any
meeting of the company or of the directors) has occurred in the
management or administration of a company whereby any breach
of this Act has occurred, or whereby there has been default in the
observance of the memorandum or articles of the company or
whereby any proceedings at or in connection with any meeting of
the company or of the directors thereof or any assemblage purporting
to be such a meeting have been rendered ineffective including the
failure to make or lodge any declaration of solvency pursuant to
section 257, the Court--
(a) may, either of its own motion or on the application of any
interested person, make such order as it thinks fit to
rectify or cause to be rectified or to negative or modify
or cause to be modified the consequences in law of any
such omission, defect, error or irregularity, or to validate
any act, matter or thing rendered or alleged to have been
rendered invalid by or as a result of any such omission,
defect, error or irregularity;
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(b) shall, before making any such order, satisfy itself that
such an order would not do injustice to the company or
to any member or creditor thereof,
(c) where any such order is made, may give such ancillary
or consequential directions as it thinks fit; and
(d) may determine what notice or summons is to be given
to other persons of the intention to make any such
application or of the intention to make such an order, and
whether and how it should be given or served and whether
it should be advertised in any newspaper.
(4) The Court (whether the company is in process of being
wound up or not) may enlarge or abridge any time for doing any
act or taking any proceeding allowed or limited by this Act upon
such terms, if any, as the justice of the case may require and any
such enlargement may be ordered although the application for the
same is not made until after the time originally allowed or limited.
Privileged communications
356.  No inspector appointed under this Act shall require disclosure
by an advocate of any privileged communication made to him in
that capacity, except as respects the name and address of his client.
(Deleted by Act A836).
357.
Form of registers, etc.
358. (1) For the purposes of this Act any register, index, minute
book or book of account may be kept either by making entries in
a bound book or by recording the matters in question in any other
permanent manner.
(2) Where any register, index, minute book or book of account
required by this Act to be kept is not kept by making entries in
a bound book, but by some other means--
(a) reasonable precautions shall be taken for guarding against
falsification and for facilitating the discovery of any
falsification; and
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(b) proper facilities shall be provided to enable the register,
index, minute book or book of account to be inspected,
and where default is made in complying with this subsection the
company and every officer of the company who is in default shall
be guilty of an offence against this Act.
Penalty: *Two thousand ringgit. Default penalty.
Use of computers and other means for company records
358A. (1) The power conferred on a company by section 358 to
keep a register and other records by recording the matters in
question otherwise than by making entries in bound books includes
the power to keep the register or other record (other than the
minute books kept pursuant to section 156) by recording those
matters in question otherwise than in a legible form, so long as
the recording is capable of being reproduced in a legible form.
(2) Any provision of an instrument made by a company before
the commencement of this Act which requires a register of holders
of debentures of the company to be kept in a legible form shall
be construed as requiring the register to be kept in a legible or non-
legible form, provided, however, that a register kept in a non-
legible form shall be capable of being reproduced in a legible
form.
(3) If any such register or other record of a company is kept
by the company by recording the matters in question otherwise
than in a legible form, any duty imposed on the company by this
Act to allow inspection of, or to furnish a copy of, the register of
other record or any part of it, shall be treated as a duty to allow
inspection of, or furnish, a reproduction of the recording or of the
relevant part of it in a legible form.
Inspection of registers
359. (1) Any register, minute book or document of a corporation
which is by this Act required to be available for inspection shall,
subject to and in accordance with this Act, be available for inspection
at the place where in accordance with this Act it is kept during
the hours in which the registered office of the corporation is
accessible to the public.
*NOTE--Previously "two hundred and fifty ringgit"see Companies (Amendment) Act 1985 [Act A616].
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(2) Any person permitted by this Act to inspect any register,
minute book or document of a corporation may make copies of or
take extracts from it and any officer of the corporation who fails
to allow any person so permitted to make a copy of or take extracts
from the register, minute book or documents, as the case may be,
shall be guilty of an offence against this Act.
Translations of instruments
360. (1) Where under this Act a corporation is required to lodge
with the Registrar any instrument, certificate, contract or document
or a certified copy thereof and the same is not written in the
national language or in English the corporation shall lodge at the
same time with the Registrar a certified translation thereof either
in the national language or in English.
(2) Where under this Act a corporation is required to make
available for public inspection any instrument, certificate, contract
or document and the same is not written in the national language
or in English the corporation shall keep at its registered office in
Malaysia a certified translation thereof either in the national language
or in English.
(3) Where any accounts, minute books or other records of a
corporation required by this Act to be kept are not kept in the
national language or in English, the directors of the corporation
shall cause a true translation of such accounts, minute books and
other records to be made from time to time at intervals of not more
than seven days and shall cause such translations to be kept with
the original accounts, minute books and other records for so long
as the original accounts, minute books and other records are required
by this Act to be kept.
(4) Notwithstanding subsections (1), (2) and (3) the Registrar
may require any company to file any instrument, certificate, contract
or document including any accounts, minute books or other records
of a corporation or a certified copy thereof in the national language.
Certificate of incorporation conclusive evidence
361.  A certificate of incorporation under the hand and seal of the
Registrar shall be conclusive evidence that all the requirements of
this Act in respect of registration and of matters precedent and
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incidental thereto have been complied with, and that the company
referred to therein is duly incorporated under this Act.
Court may compel compliance
362. (1) If any person in contravention of this Act refuses or fails
to permit the inspection of any register, minute book or document
or to supply a copy of any register, minute book or document the
Court may by order compel an immediate inspection of the register,
minute book or document or order the copy to be supplied.
(2) If any officer or former officer of a company has failed or
omitted to do any act, matter or thing which by or under this Act
he is or was required or directed to do, the Court on the application
of the Registrar or any member of the company or the Official
Receiver or liquidator may by order require that officer or former
officer to do the act, matter or thing forthwith or within such time
as is allowed by the order, and for the purpose of complying with
any such order a former officer shall be deemed to have the same
status, powers and duties as he had at the time the act, matter or
thing should have been done.
DIVISION 2
OFFENCES
Restriction on offering shares, debentures, etc., for subscription
or purchase
363. (1) A person shall not, whether by appointment or otherwise,
go from place to place--
(a) offering shares for subscription or purchase to the public
or any member of the public; or
(b) seeking or receiving offers to subscribe for or to purchase
shares from the public or from any member of the public:
Provided that this section shall not apply to an offer for subscription
o r purchase or invitation to subscribe for or purchase or
recommendation to which the Securities Commission Act 1993
applies.
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419
(2) Subsection (1) shall not apply in the case of the shares of
any corporation which, after notice of intention in the form prescribed
to apply for exemption from subsection (1) has been advertised in
a newspaper circulating generally throughout Malaysia, has applied
to the Yang di-Pertuan Agong for exemption and the application
has on the recommendation of the Minister been granted, but the
exemption may at any time be revoked by order of the Yang
di-Pertuan Agong.
(3) A person shall not make an offer to the public or to any
member of the public (not being a person whose ordinary business
it is to buy or sell shares, whether as principal or agent) of any
shares for purchase.
(4) Subsection (3) shall not apply--
(a) where the shares to which the offer relates are shares of
a class which are quoted on, or in respect of which
permission to deal has been granted by, any prescribed
Stock Exchange and the offer so states and specifies the
Stock Exchange;
(b) where the shares to which the offer relates are shares
which a corporation has allotted or agreed to allot with
a view to their being offered for sale to the public and
the offer is accompanied by a document that complies
with all enactments and rules of law as to prospectuses;
(c) to any application for shares in or debentures of a
corporation or to any invitation to deposit money with or
lend money to a corporation which is issued, circulated,
distributed or made subject to and in accordance with
Division 1 of Part IV in accordance with the provisions
of Division 3 of Part IV of the Securities Commission
Act 1993;
(d) where the offer relates to--
(i) an interest to which Division 5 of Part IV applies
and is accompanied by a statement in writing as
required by that Division; or
(ii) deposits or loans to a corporation of the kind
referred to in subsection 38(6); or
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(e) to any advice as to the price at which a management
company is prepared to buy or sell any interest to which
Division 5 of Part IV applies given or sent by the
m a n a g e m e n t company to any person to whom the
management company has given or sent a statement in
writing relating to that interest which complies with that
Division within the period of six months immediately
preceding the giving or sending of the advice.
(5) Every person who acts, or incites, causes or procures any
person to act, in contravention of this section shall be guilty of an
offence against this Act.
Penalty: Imprisonment for *ten years or two hundred and fifty
thousand ringgit or both.
(6) Where a person convicted of an offence under this section
is a corporation, every officer concerned in the management of the
corporation shall be guilty of the like offence unless he proves that
the act constituting the offence took place without his knowledge
or consent.
(7) Where any person is convicted of having made an offer in
contravention of this section, the court before which he is convicted
may order that any contract made as a result of the offer shall be
void and may give such consequential directions as it thinks proper
for the repayment of any money or the retransfer of any shares;
and an appeal against the order and any consequential directions
shall lie to the Court.
(8) Subject to this section a person shall not make any oral
invitation or offer to the public or to any member of the public
to subscribe for or to purchase shares.
(9) In this section--
"shares" means shares of a corporation whether a corporation
in existence or to be formed and includes debentures and units and
(without affecting the generality of the expression "debentures")
all such documents (including those referred to as "bonds") as
confer or purport to confer on the holder thereof any claim against
a corporation, whether the claim is present or future or certain or
contingent or ascertained or sounding only in damages and also
includes any interest to which Division 5 of Part IV applies.
*NOTE--Previously "five years or thirty thousand ringgit"see Companies (Amendment) (No. 2) Act 1992
[Act A836].
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(10) In this section a reference to an offer or offering of shares
for subscription or purchase or for purchase shall be construed as
including an offer of shares by way of barter or exchange and a
reference to an offer of shares shall be construed as including an
offer by means of broadcasting, television or cinematograph; but
where an offer is made by means of broadcasting, television or
cinematograph the prospectus by which the offer is required to be
accompanied by virtue of this section shall be deemed to accompany
the offer if--
(a) the prospectus is prepared by the person on whose behalf
the offer is made;
(b) the public are informed at the same time and by the same
means as that by which the offer is made that a copy of
the prospectus will be supplied on request being made at
a specified address;
(c) where request for a copy of a prospectus is made at that
address within one month after the offer was made the
person making the request is supplied with a copy within
seven days after the request was made; and
(d) the offer contains no more information or matter than the
information or matter referred to in paragraphs 40(1)(a)
to (f).
(11) For the purposes of subsection (1) a person shall not in
relation to a corporation be regarded as not being a member of the
public by reason only that he is a holder of shares in the corporation
or a purchaser of goods from the corporation.
False and misleading statements
364. (1) Every corporation which advertises, circulates or publishes
any statement of the amount of its capital which is misleading or
in which the amount of nominal or authorized capital is stated
without the words "nominal" or "authorized", or in which the
amount of capital or authorized or subscribed capital is stated but
the amount of paid-up capital or the amount of any charge on
uncalled capital is not stated as prominently as the amount of
authorized or subscribed capital is stated, and every officer of the
corporation who knowingly authorizes, directs or consents to the
advertising, circulation or publication shall be guilty of an offence
against this Act.
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(2) Every person who in any return, report, certificate, balance
sheet or other document required by or for the purposes of this Act
makes or authorizes the making of a statement false or misleading
in any material particular knowing it to be false or misleading or
intentionally omits or authorizes the omission or accession of any
matter or thing thereby making the document misleading in a
material respect shall be guilty of an offence against this Act.
Penalty: Imprisonment for *ten years or two hundred and fifty
thousand ringgit or both.
(3) For the purposes of subsection (2) where a person at a
meeting votes in favour of the making of a statement referred to
in that subsection knowing it to be false, he shall be deemed to
have authorized the making of that statement.
False reports
364A. (1) An officer of a corporation who, with intent to deceive,
makes or furnishes or knowingly and wilfully authorizes or permits
the making or furnishing of, any false or misleading statement or
report to--
(a) a director, auditor, member, debenture holder or trustee
for debenture holders of the corporation;
(b) in the case of a corporation that is a subsidiary, an auditor
of the holding company;
(c) a prescribed Stock Exchange whether within or without
Malaysia or an officer thereof; or
(d) the Securities Commission established under the Securities
Commission Act 1993 [Act 498],
relating to the affairs of the corporation shall be guilty of an
offence against this Act.
Penalty: Imprisonment for *ten years or two hundred and fifty
thousand ringgit or both.
(2) In subsection (1) "officer" includes a person who at any
time has been an officer of the corporation.
*NOTE--Previously "five years or thirty thousand ringgit"see Companies (Amendment) (No. 2) Act 1992
[Act A836].
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423
Dividends payable from profits only
365. (1) No dividend shall be payable to the shareholders of any
company except out of profits or pursuant to section 60.
(1A)-(1D) (Deleted by Act A1081).
(2) Every director or manager of a company who wilfully pays
or permits to be paid any dividend out of what he knows is not
profits except pursuant to section 60--
(a) shall without prejudice to any other liability be guilty of
an offence against this Act; and
(b) shall also be liable to the creditors of the company for
the amount of the debts due by the company to them
respectively to the extent by which the dividends so paid
have exceeded the profits and that amount may be recovered
by the creditors or the liquidator suing on behalf of the
creditors.
Penalty: Imprisonment for *ten years or two hundred and fifty
thousand ringgit or both.
(3) If the whole amount is recovered from one director or from
the manager he may recover contribution against any other person
liable who has directed or consented to the payment.
(4) No liability by this section imposed on any person shall on
t h e death of the person extend or pass to his executors or
administrators nor shall the estate of any such person after his
decease be made liable under this section.
(5) In this section "dividend" includes bonus and payment by
way of bonus.
Fraudulently inducing persons to invest money
366. (1) Any person who, by any statement, promise or forecast
which he knows to be misleading, false or deceptive or by any
dishonest concealment of material facts or by the reckless making
of any statement, promise or forecast which is misleading, false
*NOTE--Previously "three years or ten thousand ringgit"see Companies (Amendment) (No. 2) Act 1992
[Act A836].
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or deceptive, induces or attempts to induce another person to enter
into or offer to enter into--
(a) any agreement for or with a view to acquiring, disposing
of, subscribing in or underwriting marketable securities
or lending or depositing money to or with any corporation;
or
(b) any agreement the purpose or pretended purpose of which
is to secure a profit to any of the parties from the yield
of marketable securities or by reference to fluctuations
in the value of marketable securities,
shall be guilty of an offence against this Act.
Penalty: Imprisonment for ten years or *two hundred and fifty
thousand ringgit or both.
Conspiracy
(2) Any person guilty of conspiracy to commit any offence
against subsection (1) shall be punishable as if he had committed
such an offence.
Obtaining payment of money, etc., to company by false promise
of director, member, etc., of company
(3) Whosoever being an officer or agent of any corporation by
any deceitful means or false promise and with intent to defraud,
causes or procures any money to be paid or any chattel or marketable
security to be delivered to that corporation or to himself or any
other person for the use of benefit or on account of that corporation
shall be guilty of an offence against this Act.
Penalty: Imprisonment for seven years or thirty thousand ringgit
or both.
Evidence of financial position of company
(4) Upon the trial of a charge for any offence against this section
the opinion of any properly qualified auditor or accountant as to
the financial position of any company at any time or during any
period in respect of which he has made an audit or examination
of the affairs of the company according to recognized audit practice
*NOTE--Previously "fifty thousand ringgit"see Companies (Amendment) (No. 2) Act 1992 [Act A836].
Companies
425
shall be admissible either for the prosecution or for the defence
as evidence of the financial position of the company at that time
or during that period notwithstanding that the opinion is based in
whole or in part on book-entries, documents or vouchers or on
written or verbal statements by other persons.
Penalty for improper use of words "Limited" and "Berhad"
367. (1) If any person carries on business under any name or title
of which "Berhad" or any abbreviation thereof or "Limited" or any
abbreviation thereof is the final word or abbreviation the person
shall, unless duly incorporated with limited liability be guilty of
an offence against this Act.
Penalty: *Imprisonment for three years or fifty thousand ringgit
or both. Default penalty.
Restriction on use of word "Sendirian"
(2) A company shall not use the word "Sendirian" or any
abbreviation thereof as part of its name if it does not fulfil the
requirements required by this Act to be fulfilled by private companies.
(3) Every company and every officer of a company who is in
default shall be guilty of an offence against this Act.
Penalty: *Imprisonment for three years or fifty thousand ringgit
or both. Default penalty.
(4) Subject to section 35 and for the purpose of this section
"carrying on business" includes the use of any name or title of
which "Berhad" or "Limited" or the word "Sendirian" or any
abbreviation thereof is part of the name or title in any documents,
books or publication.
Frauds by officers
Every person who while an officer of a company--
368.
(a) has by deceitful or fraudulent or dishonest means or by
means of any other fraud induced any person to give
credit to the company;
*NOTE--Previously "two thousand five hundred ringgit"see Companies (Amendment) (No. 2) Act 1992
[Act A836].
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(b) with intent to defraud creditors of the company, has made
or caused to be made any gift or transfer of or charge on,
or has caused or connived at the levying of any execution
against, the property of the company; or
(c) with intent to defraud creditors of the company, has
concealed or removed any part of the property of the
company since or within two months before the date of
any unsatisfied judgment or order for payment of money
obtained against the company,
shall be guilty of an offence against this Act.
Penalty: Imprisonment for *ten years or two hundred and fifty
thousand ringgit or both.
General penalty provisions
369. (1) A person who--
(a) does that which by or under this Act he is forbidden to
do;
(b) does not do that which by or under this Act he is required
or directed to do; or
(c) otherwise contravenes or fails to comply with any provision
of this Act,
shall be guilty of an offence against this Act.
(2) A person who is guilty of an offence against this Act shall
be liable on conviction to a penalty or punishment not exceeding
the penalty or punishment expressly mentioned as the penalty or
punishment for the offence, or if a penalty or punishment is not
so mentioned, to a penalty not exceeding †five thousand ringgit.
(3) The penalty or punishment, pecuniary or other, set out in,
or at the foot of, any section or part of a section of this Act shall
indicate that the offence is punishable upon conviction by a penalty
or punishment not exceeding that so set out and where the penalty
or punishment is expressed to apply to a part only of the section,
it shall apply to that part only.
*NOTE--Previously "five years or thirty thousand ringgit"see Companies (Amendment) (No. 2) Act 1992
[Act A836].
NOTE--Previously "two hundred and fifty ringgit"see Companies (Amendment) Act 1985 [Act A616].
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Default penalties
370. (1) Where in, or at the foot of, any section or part of a
section of this Act there appears the expression "Default penalty"
it shall indicate that any person who is convicted of an offence
against this Act in relation to that section or part shall be guilty
of a further offence against this Act if the offence continues after
he is so convicted and liable to an additional penalty for each day
during which the offence so continues of not more than the amount
expressed in the section or part as the amount of the default
penalty or, if an amount is not so expressed, of not more than *two
hundred ringgit.
(2) Where any offence is committed by a person by reason of
his failure to comply with any provision of this Act by or under
which he is required or directed to do anything within a particular
period, that offence, for the purposes of subsection (1) shall be
deemed to continue so long as the thing so required or directed
to be done by him remains undone, notwithstanding that the period
has elapsed.
(3) For the purposes of any provision of this Act which provides
that an officer of a company or corporation who is in default is
guilty of an offence against this Act or is liable to a penalty or
punishment the phrase "officer who is in default" or any like
phrase means any officer of the company or corporation who
knowingly and wilfully--
(a) is guilty of the offence; or
(b) authorizes or permits the commission of the offence.
Proceedings how and when taken
371. (1) Except where provision is otherwise made in this Act
proceedings, for any offence against this Act may be taken by the
Registrar or, with the written consent of the Minister, by any
person.
(2) Notwithstanding anything in any Act proceedings for any
offence against this Act may be brought within the period of seven
years after the commission of the alleged offence or, with the
consent of the Minister, at any later time.
*NOTE--Previously "fifty ringgit"see Companies (Amendment) Act 1986 [Act A657].
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(3) Proceedings for any offence against this Act other than an
offence punishable with imprisonment for a term exceeding three
years may be prosecuted in a Magistrate's Court and in the case
of an offence punishable with imprisonment for a term of three
years or more shall be prosecuted in the Sessions Court or in the
High Court.
(4) (Deleted by Act A836).
(4A) (Deleted by Act A836).
(5) Any punishment authorized by this Act may be imposed by
a Sessions Court notwithstanding that it is a greater punishment
than that Court is otherwise empowered to impose.
(6) The Registrar and any officer authorized by him in writing
shall have the right to appear and be heard before a Magistrate's
Court or a Sessions Court in any proceedings for an offence against
this Act.
Compounding of offences
371A. (1) The Registrar may, in a case where he deems fit to do
so, compound any offence committed by any person under this
Act, by making a written offer to such person to compound the
offence by paying to the Registrar such sum of money within such
time as may be specified in the offer.
(2) An offer under subsection (1) may be made at any time after
the offence has been committed, but before any prosecution for it
has been instituted, and where the amount specified in the offer
is not paid within the time specified in the offer, or within such
extended period as the Registrar may grant, prosecution for the
offence may be instituted at any time thereafter against the person
to whom the offer was made.
(3) Where an offence has been compounded under subsection
(1), no prosecution shall thereafter be instituted in respect of such
offence against the person to whom the offer to compound was
made.
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429
DIVISION 3
MISCELLANEOUS
Rules
372.  The Rules Committee constituted under the Courts of
Judicature Act 1964 [Act 91], may, subject to and in accordance
with the provisions of that Act relating to the making of rules,
makes rules--
(a) with respect to proceedings and the practice and procedure
of the Court under this Act;
(b) with respect to any matter or thing which is by this Act
required or permitted to be prescribed by rules;
(c) without limiting the generality of the provisions of this
section, with respect to Court fees and costs and with
respect to rules as to meetings ordered by the Court; and
(d) generally with respect to the winding up of companies.
Regulations
373. (1) The Minister may make regulations for or with respect
to--
(a) t h e duties and functions of the Registrar, Regional
Registrars, Deputy Registrars, Assistant Registrars and
other clerks and servants appointed to assist with the
administration of this Act;
(b) the establishment and functions of Regional Registries;
(c) the lodging or registration of documents and the time and
manner of submission of documents for lodging or
registration;
(d) prescribing forms for the purposes of this Act;
(e) prescribing fees, not in any case exceeding fifty ringgit,
to be paid to the Registrar in respect of matters or things
not provided for in the Second Schedule in respect of any
document required to be lodged, filed, registered with or
issued by the Registrar under this or any other Act or for
any act required to be performed by the Registrar or for
the inspection of any such document;
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(f) prescribing times for the lodging of any documents with
the Registrar; and
(g) all matters or things which by this Act are required or
permitted to be prescribed otherwise than by rules or
which are necessary or expedient to be prescribed for
giving effect to this Act.
Power to amend Schedules
374.  The Minister may by order add to, delete, vary or amend
all the Schedules to this Act and such orders shall be published
in the Gazette.
FIRST SCHEDULE
[Section 3]
PART A
REPEALS
Number of
Title of Ordinances
Extent of repeal
Ordinances
S.S. 19 of 1928
Foreign Corporations
The whole
(Execution of Instruments
under seal) Ordinance
S.S 49 of 1940
Companies Ordinance 1940
The whole
M.U. 13 of 1946
Companies Ordinance 1946
The whole
M.U. 25 of 1946
Companies (Amendment)
The whole
Ordinance 1946
F. of M. 8 of 1948
Companies (Amendment)
The whole
Ordinance 1948
F. of M. 18 of 1954 Employees Provident Fund
Subsection 13(3)
(Amendment) Ordinance
1954
F. of M. 7 of 1956
Companies (Amendment)
The whole
Ordinance 1956
F. of M. 47 of 1958 Companies (Penalties
The whole
Amendment) Ordinance
1958
Companies
431
Number of
Title of Ordinances
Extent of repeal
Ordinances
F. of M. 62 of 1958 Banking Ordinance 1958
Subsection 30(1)
Sabah Cap. 26
Companies Ordinance
The whole
Sarawak Cap. 65
Companies Ordinance
The whole
Sabah 17 of 1950
Companies (Reconstitution
The whole
of Records) Ordinance
PART B
CONSEQUENTIAL AMENDMENTS TO OTHER
WRITTEN LAWS
(Omitted)
SECOND SCHEDULE
[Sections 7, 337 and 373]
TABLE OF FEES TO BE PAID TO
THE REGISTRAR
RM sen
1.
On an application for the reservation of a name
30.00
2.
For every application to the Minister under this Act
150.00
3.
Fees to be paid to the Registrar by a company
having a share capital:
(i)
for registration of a company whose nominal
1,000.00
share capital does not exceed RM100,000
(ii)
for registration of a company whose nominal
3,000.00
share capital exceeds RM100,000 but does
not exceed RM500,000
(iii)
for registration of a company whose nominal
5,000.00
share capital exceeds RM500,000 but does
not exceed RM1 million
(iv)
for registration of a company whose nominal
8,000.00
share capital exceeds RM1 million but does
not exceed RM5 million
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RM sen
(v)
for registration of a company whose nominal
10,000.00
share capital exceeds RM5 million but does
not exceed RM10 million
(vi)
for registration of a company whose nominal
20,000.00
share capital exceeds RM10 million but does
not exceed RM25 million
(vii)
for registration of a company whose nominal
40,000.00
share capital exceeds RM25 million but does
not exceed RM50 million
(viii)
for registration of a company whose nominal
50,000.00
share capital exceeds RM50 million but does
not exceed RM100 million
(ix)
for registration of a company whose nominal
70,000.00
share capital exceeds RM100 million
4.
On lodging notice of increase of share capital- an
amount equal to the difference, if any, between the
amount which would have been payable under this
Act as increased and the amount which would have
been payable under this Act on first registration by
reference to its capital under this Act as increased
and the amount which would have been payable under
this Act by reference to its capital immediately before
the increase:
Provided that no company shall be liable to pay in
respect of share capital on registration or thereafter
any greater amount of fees than RM70,000 taking
into account in the case of fees payable on an increase
of share capital after registration, the fees paid on
registration.
5.
Fees to be paid to the Registrar by a company not
1,000.00
having a share capital
6.
For perusing memorandum or articles of a company
150.00
in connection with an application for a licence under
section 24
7.
For perusing any deed or copy of a deed under
250.00
section 86
8.
For every approval of the Registrar to the change of
100.00
the name of a company otherwise than a change of
name directed by the Registrar under subsection 23(3)
or a change of name pursuant to subsection 24(2)
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RM sen
9.
For every approval of the Registrar to the change
250.00
of the name of a foreign company
10.
For every approval of the Registrar to the change
50.00
of the status of a company otherwise than a change
of status to a public company
11.
For every approval of the Registrar to the change
300.00
of the status of a company to a public company
12.
For every approval of the Registrar relating to the
350.00
commencement of business of a company
(Deleted)
13.
14.
On lodging any prospectus or statement required
1,300.00
under section 90 in relation to any other corporation
14A. On lodging a supplemental prospectus
500.00
14B. On lodging any prospectus or supplementary
500.00
prospectus under subsection 36A(4)
14C. On lodging a memorandum under section 47B
500.00
14D. On lodging a return by a management company
100.00
under section 93
14E. On lodging a report or account by a corporation
100.00
under subsection 36A(7) and section 80
15.
For registering any charge created by a corporation
300.00
16.
For registration of satisfaction of/release from
50.00
charge under subsection 113(1) and (2) in respect of
a company
17.
For registration of satisfaction of/release from charge
150.00
under subsection 113(1) and (2) in respect of a
foreign company
18.
For the registration of a foreign company--
(a)
subject to paragraph (b), the appropriate fee
prescribed in respect of a company registered
or incorporated under Part III; and
(b)
where the foreign company has no share capital
and engage in trade, commerce or industry
including transportation, the maximum fee in
respect of a company with share capital
registered or incorporated under Part Ill.
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RM sen
19.
On lodging by a foreign company of notice of increase
in share capital--the prescribed fee payable on the
increase in share capital of a company incorporated
or registered under Part III.
20.
On lodging an application to the Registrar under
100.00
subsections 143(2) or 169(2)
21.
On lodging an annual return of a public company
350.00
having a share capital and of a foreign company
22.
On lodging an annual return of any other company
150.00
23.
Fee for registration of a firm of auditors
500.00
24.
On lodgement of request to the Registrar to exercise
200.00
the powers conferred by section 309 or 311
25.
For every act done by the Registrar as representing
500.00
a defunct company under section 309
26.
Remuneration of the Registrar in respect of the
30 per cent of the
exercise of the powers conferred upon him by
balance amount (if
section 311
any) after defraying
all costs expenses,
c o m m i s s i o n and
fees incidental to
t h e disposal of
interest in property
26A. On the late lodgment of any document of a company
under this Act after the period prescribed by law or
regulation, in addition to any other fee--
(a) fees applicable to a public company
(i) more than 7 days but not more than
150.00
3 months
(ii) more than 3 months but not more
250.00
than 6 months
(iii) more than 6 months but not more
300.00
than 12 months
(iv) more than 12 months
500.00
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435
RM sen
(b) fees applicable to a private company
(i) more than 7 days but not more
50.00
than 3 months
(ii) more than 3 months but not more
100.00
than 6 months
(iii) more than 6 months but not more
150.00
than 12 months
(iv) more than 12 months
200.00
26B. On lodging any document of company to
50.00
Registrar pursuant to other laws
27.
Application for licence of company secretary
50.00
28.
Renewal of licence of company secretary
50.00
29.
Licence of company secretary
150.00
30.
For each search or an inspection of a document or
documents filed by or in relation to a corporation--
(i) physical file search
5.00
(ii) microfilm search
10.00
31.
For supply of any copy or extract of any document--
(i) certified--per page
5.00
(ii) uncertified--per page
1.00
31A. For supply of a print-out of--
(i) information on directorship of a person
50.00
(ii) any information or statistical report on
100.00
companies
an additional fee of
of RM2.00 per page
or part of a page if
the information or
report exceeds 50
pages
31B. For any certificate issued or a copy or an
20.00
extract of the certificate under paragraph
11(2)(b) and (c)
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RM sen
32.
For any information concerning a corporation
10.00
supplied by the Registrar in reply to a written
application
33.
On lodging any other application to the Registrar
120.00
under this Act of which a fee is not prescribed
by any item
34.
On registering a Court Order
50.00
35.
On any subpoena served on the Registrar to
Government
produce any document in his custody
rates chargeable
THIRD SCHEDULE
[Section 19]
POWERS OF A COMPANY
1.  To carry on any other business which may seem to the company capable
of being conveniently carried on in connection with its business calculated
directly or indirectly to enhance the value of or render profitable any of the
company's property or rights.
2.  To acquire and undertake the whole or any part of the business, property,
and liabilities of any person or company carrying on any business which the
company is authorized to carry on, or possessed of property suitable for the
purposes of the company.
3.  To apply for, purchase, or otherwise acquire any patents, patent rights,
copyrights, trade marks, formulas, licences, concessions, and the like, conferring
any exclusive or non-exclusive or limited right to use, or any secret or other
information as to, any invention which may seem capable of being used for any
of the purposes of the company, or the acquisition of which may seem calculated
directly or indirectly to benefit the company; and to use, exercise, develop, or
grant licences in respect of, or otherwise turn to account, the property, rights,
or information so acquired.
4.  To amalgamate or enter into partnership or into arrangement for sharing
of profits, union of interest, co-operation, joint adventure, reciprocal concession,
or otherwise, with and person or company carrying on or engaged in or about
to carry on or engage in any business or transaction which the company is
authorized to carry on or engage in, or any business or transaction capable of
being conducted so as directly or indirectly to benefit the company.
5.  To take, or otherwise acquire, and hold, shares, debentures, or other securities
of any other company.
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437
6.  To enter into any arrangements with any Government or authority, supreme,
municipal, local, or otherwise, that may seem conductive to the company's
objects, or any of them; and to obtain from any such Government or authority
any rights, privilegas, and concessions which the company may think it desirable
to obtain; and to carry out, exercise, and comply with any such arrangements,
rights, privileges, and concessions.
7.  To establish and support or aid in the establishments and support of associations,
institutions, funds, trusts, and conveniences calculated to benefit employees or
directors or past employees or directors of the company or of its predecessors
in business, or the dependents or connections of any such persons; and to grant
pensions and allowances, and to make payments towards insurance; and to
subscribe or guarantee money for charitable or benevolent objects, or for any
exhibition, or for any public, general, or useful object.
8.  To promote any other company or companies for the purpose of acquiring
or taking over all or any of the property, rights, and liabilities of the company,
or for any other purpose which may seem directly or indirectly calculated to
benefit the company.
9.  To purchase, take on lease or in exchange, hire, and otherwise acquire any
movable or immovable property and any rights or privileges which the company
may think necessary or convenient for the purposes of its business, and in
particular and land, buildings, easements, machinery, plant, and stock in trade.
10.  To construct, improve, maintain, develop, work, manage, carry out, or
control any buildings, works, factories, mills, roads, ways, tramways, railways,
branches or sidings, bridges, reservoirs, watercourses, wharves, warehouses,
electric works, shops, stores, and other works and conveniences which may
seem calculated directly or indirectly to advance the company's interest; and
to contribute to, subsidise, or otherwise assist or take part in the construction,
improvement, maintenance, development, working, management, carrying out,
or control thereof.
11.  To invest and deal with the money of the company not immediately
required in such manner as may from time to time be thought fit.
12.  To lend and advance money or give credit to any person or company; to
guarantee and give guarantees or indemnities for the payment of money or the
performance of contracts or obligations by any person or company; to secure
or undertake in any way the repayment of moneys lent or advanced to or the
liabilities incurred by any person or company; and otherwise to assist any
person or company.
13.  To borrow or raise or secure the payment of money in such manner as
the company may think fit and to secure the same or the repayment or performance
of any debt, liability, contract, guarantee or other engagement incurred or to
be entered into by the company in any way and in particular by the issue of
debentures perpetual or otherwise, charged upon all or any of the company's
property (both present and future), including its uncalled capital; and to purchase,
redeem, or pay off any such securities.
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14.  To remunerate any person or company for services rendered, or to be
rendered, in placing or assisting to place or guaranteeing the placing of any of
the shares in the company's capital or any debentures, or other securities of the
company, or in or about the organization, formation, or promotion of the company
or the conduct of its business.
15.  To draw, make, accept, endorse, discount, execute, and issue promissory
notes, bills of exchange, bills of lading, and other negotiable or transferable
instruments.
16.  To sell or dispose of the undertaking of the company or any part thereof
for such consideration as the company may think fit, and in particular for
shares, debentures, or securities of any other company having objects altogether
or in part similar to those of the company.
17.  To adopt such means of making known and advertising the business and
products of the company as may seem expedient.
18.  To apply for, secure, acquire by grant, legislative enactment, assignment,
transfer, purchase, or otherwise, and to exercise, carry out, and enjoy any
charter, licence, power, authority, franchise, concession, right, or privilege,
which any Government or authority or any corporation or other public body
may be empowered to grant; and to pay for, aid in, and contribute towards
carrying the same into effect; and to appropriate any of the company's shares,
debentures, or other securities and assets to defray the necessary costs, charges,
and expenses thereof.
19.  To apply for, promote, and obtain any statute, order, regulation or other
authorization or enactment which may seem calculated directly or indirectly to
benefits the company; and to oppose and bills, proceedings, or applications
which may seem calculated directly or indirectly to prejudice the company's
interest.
20.  To procure the company to be registered or recognized in any country or
place outside Malaysia.
21.  To sell, improve, manage, develop, exchange, lease, dispose of, turn to
account, or otherwise deal with all or any part of the property and rights of the
company.
22.  To issue and allot fully or partly paid shares in the capital of the company
in payment or part payment of any movable or immovable property purchased
or otherwise acquired by the company or any services rendered to the company.
23.  To distribute any of the property of the company among the members in
kind or otherwise but so that no distribution amounting to a reduction of capital
shall be made without the sanction required by law.
24.  To take or hold mortgages, liens, and charges to secure payment of the
purchase price, or any unpaid balance of the purchase price, of any part of the
company's property of whatsoever kind sold by the company, or any money
due to the company from purchasers and others.
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439
25.  To carry out all or any of the objects of the company and do all or any
of the above things in any part of the world and either as principal, agent,
contractor, or trustee, or otherwise, and by or through trustees or agents or
otherwise, and either alone or in conjuction with others.
26.  To do all such other things as are incidental or conducive to the attainment
of the objects and the exercise of the powers of the company.
FOURTH SCHEDULE
[Sections 4, 30]
TABLE A
REGULATIONS FOR MANAGEMENT OF A COMPANY
LIMITED BY SHARES
Interpretation
In these regulations--
1.
"the Act" means the Companies Act 1965 [Act 125];
"the seal" means the common seal of the company;
"secretary" means any person appointed to perform the duties of a secretary
of the company;
expressions referring to writing shall, unless the contrary intention appears,
be construed as including references to printing, lithography, photography and
other modes of representing or reproducing words in a visible form;
words or expressions contained in these regulations shall be interpreted in
accordance with the provisions of the Interpretation Act 1948 and 1967
[Act 388], and of the Act as in force at the date at which these regulations
become binding on the company.
Share Capital and Variation of Rights
2.  Without prejudice to any special rights previously conferred on the holders
of any existing shares or class of shares but subject to the Act, shares in the
company may be issued by the directors and any such share may be issued with
such preferred, deferred, or other special rights or such restrictions, whether in
regard to dividend, voting, return of capital, or otherwise, as the directors,
subject to any ordinary resolution of the company, determine.
3.  Subject to the Act, any preference shares may, with the sanction of an
ordinary resolution, be issued on the terms that they are, or at the option of the
company are liable, to be redeemed.
4.  If at any time the share capital is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms of issue
of the shares of that class) may, whether or not the company is being wound
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ACT 125
up, be varied with the consent in writing of the holders of three-fourths of the
issued shares of that class, or with the sanction of a special resolution passed
at a separate general meeting of the holders of the shares of the class.To every
such separate general meeting the provisions of these regulations relating to
general meeting shall mutatis mutandis apply, but so that the necessary quorom
shall be two persons at least holding or representing by proxy one-third of the
issued shares of the class and that any holder of shares of the class present in
person or by proxy may demand a poll. To every such special resolution section
152 shall, with such adaptions as are necessary, apply.
5.  The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall, unless otherwise expressly provided by the terms
of issue of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking equally therewith.
6.  The company may exercise the powers of paying commissions conferred
by the Act, provided that the rate per cent or the amount of the commission
paid or agreed to be paid shall be disclosed in the manner required by the Act
and the commission shall not exceed the rate of 10 per cent of the price at which
the shares in respect whereof the same is paid are issued or an amount equal
to 10 per cent of that price, as the case may be.The said commission may be
satisfied by the payment of cash or the allotment of fully or partly paid shares
on partly in one way and partlty in the other.The company may also on any
issue of shares pay such brokerage as may be lawful.
7.  Except as required by law, no person shall be recognized by the company
as holding any share upon any trust, and the company shall not be bound by
or be compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future, or partial interest in any share or unit of a share
or (except only as by these regulations or by law otherwise provided) any other
rights in respect of any share except an absolute right to the entirely therof in
the registered holder.
8.  Every person whose name is entered as a member in the register of members
shall be entitled without payment to receive a certificate under the seal of the
company in accordance with the Act but in respect of share or shares held
jointly by several persons the company shall not be bound to issue more than
one certificate, and delivery of a certificate for a share to one of several joint
holders shall be sufficient delivery to all such holders.
Lien
9.  The company shall have a first and paramount lien on every share (not
being a fully paid share) for all money (whether presently payable or not) called
or payable at a fixed time in respect of that share, and the company shall also
have a first and paramount lien on all shares (other than fully paid shares)
registered in the name of a single person for all money presently payable by
him or his estate to the company; but the directors may at any time declare any
share to be wholly or in part exempt from this regulation. The company's lien,
if any, on a share shall extend to all dividends payable thereon.
10.  The company may sell, in such manner as the directors think fit, any
shares on which the company has a lien, but no sale shall be made unless a sum
in respect of which the lien exists is presently payable, nor until the expiration
of fourteen days after a notice in writing, stating and demanding payment of
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such part of the amount in respect of which the lien exists as is presently
payable, has been given to the registered holder for the time being of the share,
or the person entitled thereto by reason of his death or bankruptcy.
11.  To give effect to any such sale the directors may authorize some person
to transfer the shares sold to the purchasers thereof. The purchaser shall be
registered as the holder of the shares comprised in any such transfer, and he
shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in the proceedings
in reference to the sale.
12.  The proceeds of the sale shall be received by the company and applied
in payment of such part of the amount in respect of which the lien exists as
is presently payable, and the residue, if any, shall (subject to a like for sums
not presently payable as existed upon the shares before the sale) be paid to the
person entitled to the shares at the date of the sale.
Calls on Shares
13.  The directors may from time to time make calls upon the members in
respect of any money unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium) and not by the conditions of
allotment thereof made payable at fixed times, provided that no call shall
exceed one-fourth of the nominal value of the share or be payable at less than
one month from the date fixed for the payment of the last preceding call, and
each member shall (subject to receiving at least fourteen days' notice specifying
the time or times and place of payment) pay to the company at the time or times
and place so specified the amount called on his shares. A call may be revoked
or postponed as the directors may determine.
14.  A call shall be deemed to have been made at the time when the resolution
of the directors authorizing the call was passed and may be required to be paid
by instalments.
15.  The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
16.  If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time of
actual payment at such rate not exceeding 8 per cent per annum as the directors
may determine, but the directors shall be at liberty to waive payment of that
interest wholly or in part.
17.  Any sum which by the terms of issue of a share becomes payable on
allotment or at any fixed date, whether on account of the nominal value of the
share or by way of premium, shall for the purposes of these regulations, be
deemed to be a call duly made and payable on the date on which by the terms
of issue the same becomes payable, and in case of non-payment all the relevant
provisions of these regulations as to payment of interest and expenses, forfeiture,
or otherwise shall apply as if the sum had become payable by virtue of a call
duly made and notified.
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18.  The directors may, on the issue of shares, differentiate between the holders
as to the amount of calls to be paid and the times of payment.
19.  The directors may, if they think fit, receive from any member willing to
advance the same all or any part of the money uncalled and unpaid upon any
shares held by him, and upon all or any part of the money so advanced may
(until the same would, but for the advance, become payable) pay interest at such
rate not exceeding (unless the company in general meeting shall otherwise
direct) 8 per cent per annum as may be agreed upon between the directors and
the member paying the sum in advance.
Transfer of Shares
20.  Subject to these regulations any member may transfer all or any of his
shares by instrument in writing in any usual or common form or in any other
form which the directors may approve. The instrument shall be executed by or
on behalf of the transferor and the transferor shall remain the holder of the
shares transferred until the transfer is registered and the name of the transferee
is entered in the register of members in respect thereof.
21.  The instrument of transfer must be left for registration at the registered
office of the company together with such fee not exceeding RM1.00 as the
directors from time to time may require accompanied by the certificate of the
shares to which it relates and such other evidence as the directors may reasonably
require to show the right of the transferor to make the transfer, and thereupon
the company shall, subject to the powers vested in the directors by these
regulations, register the transferee as a shareholder and retain the instrument
of transfer.
22.  The directors may decline to register any transfer of shares not being fully
paid shares to a person of whom they do not approve and may also decline to
register any transfer of shares on which the company has a lien.
23.  The registration of transfers may be suspended at such times and for such
periods as the directors may from time to time determine not exceeding in the
whole thirty days in any year.
Transmission of Shares
24.  In case of the death of a member the survivor or survivors where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole holder, shall be the only persons recognized by
the company as having any title to his interest in the shares; but nothing herein
contained shall release the estate of a deceased joint holder from any liability
in respect of any share which had been jointly held by him with other persons.
25.  Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence being produced as may from
time to time properly be required by the directors and subject as hereinafter
provided, elect either to be registered himself as holder of the share or to have
some person nominated by him registered as the transferee thereof, but the
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443
directors shall, in either case, have the same right to decline or suspend registration
as they would have had in the case of a transfer of the share by that member
before his death or bankruptcy.
26.  If the person so becoming entitled elects to be registered himself, he shall
deliver or send to the company a notice in writing signed by him stating that
he so elects. If he elects to have another person registered he shall testify his
election by executing to that person a transfer of the share. All the limitations,
restrictions, and provisions of these regulations relating to the right to transfer
and the registration of transfers of shares shall be applicable to any such notice
or transfer as aforesaid as if the death or bankruptcy of the member had not
occurred and the notice or transfer were a transfer signed by that member.
27.  Where the registered holder of any share dies or becomes bankrupt his
personal representative or the assignee of his estate, as the case may be, shall,
upon the production of such evidence as may from time to time be properly
required by the directors in that behalf, be entitled to the same dividends and
other advantages, and to the same rights (whether in relation to meetings of the
company, or to voting, or otherwise), as the registered holder would have been
entitled to if he had not died or become bankrupt; and where two or more
persons are jointly entitled to any share in consequence of the death of the
registered holder they shall, for the purposes of these regulations, be deemed
to be joint holders of the share.
Forfeiture of Shares
28.  If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the directors may, at any time thereafter during
such time as any part of the call or instalment remains unpaid, serve a notice
on him requiring payment of so much of the call or instalment as is unpaid,
together with any interest which may have accrued.
29.  The notice shall name a further day (not earlier than the expiration of
fourteen days from the date of service of the notice) on or before which the
payment required by the notice is to be made, and shall state that in the event
of non-payment at or before the time appointed the shares in respect of which
the call was made will be liable to be forfeited.
30.  If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which the notice has been given may, at any time
thereafter, before the payment required by the notice has been made, be forfeited
by a resolution of the directors to that effect. Such forfeiture shall include all
dividends declared in respect of the forfeited shares and not actually paid before
the forfeiture.
31.  A forfeited share may be sold or otherwise disposed of on such terms and
in such manner as the directors think fit, and at any time before a sale or
disposition the forfeiture may be cancelled on such terms as the directors think
fit.
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32.  A person whose shares have been forfeited shall cease to be a member
in respect of the forfeited shares, but shall, notwithstanding, remain liable to
pay to the company all money which, at the date of forfeiture, was payable by
him to the company in respect of the shares (together with interest at the rate
of 8 per cent per annum from the date of the forfeiture on the money for the
time being unpaid if the directors think fit to enforce payment of the interest),
but his liability shall cease if and when the company receives payment in full
of all such money in respect of the shares.
33.  A statutory declaration in writing that the declarant is a director or the
secretary of the company, and that a share in the company, has been duly
forfeited on a date stated in the declaration, shall be conclusive evidence of the
facts therein stated as against all persons claiming to be entitled to the share.
34.  The company may receive the consideration, if any, given for a forfeited
share on any sale or disposition thereof and may execute a transfer of the share
in favour of the person to whom the share is sold or disposed of and he shall
thereupon be registered as the holder of the share, and shall not be bound to
see to the application of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings in reference
to the forfeiture, sale, or disposal of the share.
35.  The provisions of these regulations as to forfeiture shall apply in the case
of non-payment of any sum which, by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the nominal value of the share
or by way of premium, as if the same had been payable by virtue of a call duly
made and notified.
Conversion of Shares into Stock
36.  The company may by ordinary resolution passed at a general meeting
convert any paid-up shares into stock and reconvert any stock into paid-up
shares of any denomination.
37.  The holders of stock may transfer the same or any part thereof in the same
manner and subject to the same regulations as and subject to which the shares
from which the stock arose might previously to conversion have been transferred
or as near thereto as circumstances admit; but the directors may from time to
time fix the minimum amount of stock transferable and restrict or forbid the
transfer of fractions of that minimum, but the minimum shall not exceed the
nominal amount of the shares from which the stock arose.
38.  The holders of stock shall, according to the amount of the stock held by
them, have the same rights, privileges and advantages as regards dividends,
voting at meetings of the company and other matters as if they held the shares
from which the stock arose, but no such privilege or advantage (except participation
in the dividends and profits of the company and in the assets on winding up)
shall be conferred by any such aliquot part of stock which would not if existing
in shares have conferred that privilege or advantage.
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39.  Such of the regulations of the company as are applicable to paid-up shares
shall apply to stock, and the words "share" and "shareholder" therein shall
include "stock" and "stockholder".
Alteration of Capital
The company may from time to time by ordinary resolution--
40.
(a) increase the share capital by such sum to be divided into shares of
such amount as the resolution shall prescribe;
(b) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(c) subdivide its shares or any of them into shares of smaller amount than
is fixed by the memorandum; so however that in the subdivision the
proportion between the amount paid and the amount , if any, unpaid
on each reduced share shall be the same as it was in the case of the
share from which the reduced share is derived; or
(d) cancel shares which at the date of the passing of the resolution in that
behalf have not been taken or agreed to be taken by any person or
which have been forfeited and diminish the amount of its share capital
by the amount of the shares so cancelled.
41.  Subject to any direction to the contrary that may be given by the company
in general meeting, all new shares shall, before issue, be offered to such persons
as at the date of the offer are entitled to receive notices from the company of
general meetings in proportion, as nearly as the circumstances admit, to the
amount of the existing shares to which they are entitled. The offer shall be made
by notice specifying the number of shares offered, and limiting a time within
which the offer, if not accepted, will be deemed to be declined, and, after the
expiration of that time, or on the receipt of an intimation from the person to
whom the offer is made that he declines to accept the share offered, the directors
may dispose of those shares in such manner as they think most beneficial to
the company. The directors may likewise so dispose of any new shares which
(by reason of the ratio which the new shares bear to shares held by persons
entitled to an offer of new shares) cannot, in the opinion of the directors, be
conveniently offered under this regulation.
42.  The company may by special resolution reduce its share capital, any
capital redemption reserve fund or any share premium account in any manner
and with, and subject to, any incident authorized, and consent required by law.
General Meetings
43.  An annual general meeting of the company shall be held in accordance
with the Act. All general meetings other than the annual general meetings shall
be called extraordinary general meetings.
44.  Any director may whenever he thinks fit convene an extraordinary general
meeting, and extraordinary general meetings shall be convened on such requisition
or in default may be convened by such requisitionists as provided by the Act.
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45.  Subject to the provisions of the Act relating to special resolutions and
agreements for shorter notice, fourteen days, notice at the least (exclusive of
the day on which the notice is served or deemed to be served, but inclusive of
the day for which notice is given) specifying the place, the day and the hour
of meeting and in case of special business the general nature of that business
shall be given to such persons as are entitled to receive these notices from the
company.
46.  All business shall be special that is transacted at an extraordinary general
meeting, and also all that is transacted at an annual general meeting, with the
exception of declaring a dividend, the consideration of the accounts, balance
sheets, and the report of the directors and auditors, the election of directors in
the place of those retiring, and the appointment and fixing of the remuneration
of the auditors.
Proceedings at General Meetings
47.  No business shall be transacted at any general meeting unless a quorum
of members is present at the time when the meeting proceeds to business. Save
as herein otherwise provided, two members present in person shall be a quorum.
For the purposes of this regulation "member" includes a person attending as
a proxy or as representing a corporation which is a member.
48.  If within half an hour from the time appointed for the meeting a quorum
is not present, the meeting, if convened upon the requisition of members, shall
be dissolved; in any other case it shall stand adjourned to the same day in the
next week at the same time and place, or to such other day and at such other
time and place as the directors may determine.
49.  The chairman, if any, of the board of directors shall preside as chairman
at every general meeting of the company, or if there is no such chairman, or
if he is not present within fifteen minutes after the time appointed for the
holding of the meeting or is unwilling to act, the members present shall elect
one of their number to be chairman of the meeting.
50.  The chairman may, with the consent of any meeting at which a quorum
is present (and shall if so directed by the meeting), adjourn the meeting from
time to time and from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place. When a meeting is adjourned for thirty days
or more, notice of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.
51.  At any general meeting a resolution put to the vote of the meeting shall
be decided on a show of hands unless a poll is (before or on the declaration
of the result of the show of hands) demanded--
(a) by the chairman;
(b) by at least three members present in person or by proxy;
(c) by any member present in person or by proxy and representing not
less than one-tenth of the total voting rights of all the members having
the right to vote at the meeting; or
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(d) by a member holding shares in the company conferring a right to vote
at the meeting being shares on which an aggregate sum has been paid
up equal to not less than one-tenth of the total sum paid up on all the
shares conferring that right.
Unless a poll is so demanded a declaration by the chairman that a resolution
has on a show of hands been carried or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book containing the minutes
of the proceedings of the company shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour of
or against the resolution. The demand for a poll may be withdrawn.
52.  If a poll is duly demanded it shall be taken in such manner and either at
once or after an interval or adjournment or otherwise as the chairman directs,
and the result of the poll shall be the resolution of the meeting at which the
poll was demanded, but a poll demanded on the election of a chairman or on
a question of adjournment shall be taken forthwith.
53.  In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or
at which the poll is demanded shall be entitled to a second or casting vote.
54.  Subject to any rights or restrictions for the time being attached to any class
of shares, at meetings of members or classes of members each member entitled
to vote may vote in person or by proxy or by attorney and on a show of hands
every person present who is member or a representative of a member shall have
one vote, and on a poll every member present in person or by proxy or by
attorney or other duly authorized representative shall have one vote for each
share he holds.
55.  In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders; and for this purpose seniority shall be determined
by the order in which the names stand in the register of members.
56.  A member who is of unsound mind or whose person or estate is liable
to be dealt with in any way under the law relating to mental disorder may vote,
whether on a show of hands or on a poll, by his committee or by such other
person as properly has the management of his estate, and any such committee
or other person may vote by proxy or attorney.
57.  No member shall be entitled to vote at any general meeting unless all calls
or other sums presently payable by him in respect of shares in the company have
been paid.
58.  No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is given or tendered,
and every vote not disallowed at the meeting shall be valid for all purposes.
Any such objection made in due time shall be referred to the chairman of the
meeting, whose decision shall be final and conclusive.
Laws of Malaysia
448
ACT 125
59.  The instrument appointing a proxy shall be in writing (in the common or
usual form) under the hand of the appointor or of his attorney duly authorized
in writing or, if the appointor is a corporation, either under seal or under the
hand of an officer or attorney duly authorized. A proxy may but need not be
a member of the company. The instrument appointing a proxy shall be deemed
to confer authority to demand or join in demanding a poll.
60.  Where it is desired to afford members an opportunity of voting for or
against a resolution the instrument appointing a proxy shall be in the following
form or a form as near thereto as circumstances admit:
Berhad
I/We, ........................................ of ..................... being a member/members of
the above-named company, hereby appoint ....................... of ....................... or
failing him, ...................... of ......................, as my/our proxy to vote for me/
us on my/our behalf at the [annual or extraordinary, as the case may be] general
meeting of the company, to be held on the ............. day of ..........................
20 ......................, and at any adjournment thereof.
Signed this ...................... day of ...................... 20 ......................
*in favour of
This form is to be used
of the resolution.
against
*
Strike out whichever is not desired. [Unless otherwise instructed, the proxy may vote as he
thinks fit.]
61.  The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy of that
power or authority shall be deposited at the registered office of the company,
or at such other place within Malaysia as is specified for that purpose in the
notice convening