Laws of Malaysia Act Reprinting 643 companies act langkawi International Yacht 2005 Containing all amendments to 1 January 2006 published by the Commissioner of law revision, under the authority of Law Revision Act 1968 In collaboration with PerCetakan naSional malaySia bhD 2006 laws of Malaysia Act 643 companies act langkawi International Yacht 2005 date of Assent............ 19 August 005 date of publication in the Gazette of ... ... more 1st September 005 Langkawi International Yacht Company laws of Malaysia Act 643 companies act langkawi International Yacht 2005 arrangement of sections part i preliminary section 1. short title and commencement. interpretation of. definition of subsidiary and holding company 4. The company relevant 5. disapplication of the companies Act 1965 6. purposes and activities allowed and prohibited for langkawi part ii Administration Act 7. Registrar of companies 8. power to obtain information 9. power to inspection 10. the power to carry out investigations 11. the authority to examine people 1. The submission or filing of documents with the Registrar 1. The submission or filing of documents electronically 14. the value of the evidence document submitted or filed electronically 15. Original copy is deposited in the Office of the entity management 16. approved Auditors 17. Auditors of the company 18. Liquidator approved 19. Express 4 laws of Malaysia Act 643 part iii the establishment of Term 1 Incorporation Section 0. Company formation 1. Registration and incorporation. Application for registration of a foreign company as continued to exist in langkawi. previous approvals in principle 4. the requirements of memorandum of Chapter 2 StatuS and name 5. power company 6. ultra vires transactions 7. langkawi company name 8. Change of name 9. Association 0. Change of memorandum or of Association 1. A copy of the memorandum and articles of the Association. transactions and the establishment of branches. prohibition against carrying on business when the company langkawi no Member part iV share and charges Chapter 1 4 Shares. Allotment statement 5. Call 6. 7 reserve liabilities. 8. share premium account authority to issue shares and voting rights of the company International Yacht Langkawi 5 9. Langkawi company transacts in shares yourself, etc.
40. share acquisition by the Pengkenselan company langkawi 41. issue shares with a discount of 4. Changes in share capital 4. Confirmation of the issued shares with should not be 44. special resolution for reduction of share capital of 45. shareholders rights priority must be stated in article 46 Association. Redeemable preference shares 47. Restrictions on the investment of the public invited by the Chapter 2 of title And transfer of 48. types of 49 shares. The numbering of shares in 50. Certificate shall be evidence of title 51. Langkawi can have the seal of the company shares 5. Instrument of transfer of title and transfer of title by the personal representatives of the 5. the company's obligations in respect of the issuance of a certificate of langkawi Term 3 Express charge 54. disapplication of Chapter 55. Express charges part V management and Administration Office and the name of the Term 1 56. Langkawi 57 registered office. the name should be displayed in all offices and found on seals, letters, etc.
Section 6 laws of Malaysia Act 643 Term directors and officers Section 58. Director of 59. Consent to act as Director of 60. validity of acts of Directors 61. power of Registrar to prevent people from managing the company langkawi 6. Disclosure of interest in contract, property, position, etc.
6. obligations and liabilities of 64 officers. Secretary of the 65. Register of Directors and officers 66. offence against any provision of this act committed by a Director and the Secretary of the Chapter meetings and Proceedings 67. meeting members of 68. notice of meeting members of 69. quorum, the Chairman, voting, etc., of the 70. The poll by members of 71. action through the agreement in writing Member 7. power of court to order the meeting was called 7. Special stipulations 74. The submission of a copy of the resolution of the specific agreement and 75. minutes of proceedings of Division 4 of the register of members of the 76. Express members 77. free express saved 78. as a result of default by 79. power of court to correct the express Langkawi International Yacht Company 7 Chapter 5 section 80 of the company's Statement. Langkawi company statement part Vi accounts and auDit Chapter 1 81 account. the account must be kept 8. account shall be laid before the meeting 8. account sent to the members of the Chapter 2 84 auDit. 85. Auditors shall be appointed the auditor is not required in certain circumstances 86. Termination and resignation of Auditors 87. Auditors ' remuneration for 88. the Auditors may attend meetings 89. rights and obligations of Auditors part Vii Arrangement and the formation of The 90. 91 arrangements. Regulations in respect of take-overs and mergers the company's foreign Division Viii langkawi 9. Application and interpretation 9. Langkawi 8 foreign company registration laws of Malaysia Act 643 94. prohibition of and restrictions on foreign companies langkawi 95. The registered office of the company's 96 foreign langkawi. The statement shall be submitted when the documents, etc., modified 97. Delivery to the company of foreign langkawi 98. Cessation of business at 99. Pelikuidasian or liquidation of the company's place of incorporation of langkawi or place of origin of 100. langkawi company name foreign 101. The company's statements of foreign entities in langkawi part iX Management 10. Authorisation of the management entities 10. Revocation of authorization part X a variety of 104. Acceptance and winding up 105. Delivery of documents to the company langkawi 106. Transfer of title from langkawi 107. cost of proceedings before the Court 108. a guarantee for costs 109. Disposal of shares a shareholder not known where is 110. the power to give relief 111. irregularities in the proceedings 11. translation of the instrument 11. Dividend payable from profits only 114. The use of the word "Corporation", etc.
115. General Penalty 116. Default penalty 117. Prosecution 118. Compounding of offences Section Langkawi International Yacht Company 9 119. procedure where not stated 10. Regulations 11. prohibition by the Minister 1. confidentiality 1. power of exemption 14. Fees, penalties and cancellation 15. The company cancelled liable for fees, etc.
16. The fee payable to the Registrar of the 17. the effect of the cancellation Schedule section 10 laws of Malaysia Act 643 Langkawi International Yacht Company 11 laws of Malaysia Act 643 * of the langkawi International Yacht 2005 an act to provide about incorporation, registration and administration of international yacht company in langkawi and matters connected therewith.
[] enacted by the Parliament of malaysia as follows: part i preliminary short title and commencement 1. (1) this Act may be cited as the companies act langkawi International Yacht 005.
() this Act come into force on such date as the Minister may, by notification in the Gazette.
interpretation 2. (1) in this Act, unless the context otherwise requires — "activities relating to the yacht" means the ownership of the yacht, ownership of the aircraft (mostly helicopters) carried on a yacht, yacht management, recruitment of crew in yacht and training, pencarteran yacht brokerage, yacht * NOTE — this Act is not yet in force.
1 laws of Malaysia Act 643 or otherwise marketing, supply and yacht service, yacht security, activities or facilities for recreation or vacation yacht in relation to, or any other business relating to the yacht and cruise as specified by the Registrar;
"book" includes any register or record other information and any account or accounting records, no matter how though it compiled, recorded or stored, and also including any documents;
"month" means a period of thirty days;
"debenture" means any of the securities of a corporation in respect of a charge on the assets of the Corporation;
"printed" includes typed or dilitograf or reproduced by any mechanical means;
"certified" means certified in the prescribed manner as a specific document or as a true copy of the document;
"submitted" means submitted in accordance with the provisions of this Act;
"prescribed" means prescribed by or under this Act;
"document" includes summons, orders and other legal process, as well as notice and express;
"dollar" means a unit of currency of dollars in the United States;
"management entity" means a corporation that is authorized by the Minister to act on behalf of a company or foreign company langkawi langkawi under section 10 of this Act;
"mortgage" includes a mortgage and any agreement to give or execute a charge or mortgage either on demand or otherwise;
"approved auditor" means a person approved under subsection 16 (1);
International Yacht company Langkawi 1 "langkawi" means the island of langkawi and all adjacent islands more close to langkawi island from the Mainland;
"Court" means the High Court or a high court judge;
"memorandum", in relation to a company, it means the memorandum of Association of the company for the time being in force, and in relation to a company means a foreign langkawi Charter, statutes, memorandum of association or instrument that became or the Constitution specifies;
"Minister" means the Minister charged with the responsibility for domestic trade and Consumer Affairs;
"the issue of share capital", in respect of shares par value, means, at any particular time, the total par value of all shares of a company langkawi has been published;
"person" includes a corporation, partnership, group of people and a corporation;
"expert" means an engineer, valuer, accountant, auditor and any other person who the profession or reputation gives authority to a statement made by him;
"officer", in respect of a company or foreign company langkawi langkawi, including — (a) any Director, Secretary or other person appointed under a resolution of the directors to hold an Office which he testifies;
(b) any recipient and any part of the undertaking of the company appointed under a power contained in any instrument; and (c) any liquidator of the company engaged in a voluntary winding up;
14 laws of Malaysia Act 643 but shall not include — (d) any recipient who is also not a Manager;
(e) any receiver and manager appointed by the Court; or (f) any liquidator appointed by the Court or by creditors;
"approved liquidator" means a person approved under subsection 18 (1);
"resident" means — (a) in relation to a real person, a citizen or permanent resident of malaysia; or (b) in relation to any other person, a person who has established a place of business and operates its business in malaysia, and includes any person designated as the resident pursuant to section 4 of the Exchange Control Act 195 [Act 17];
"sponsor", in relation to a prospectus issued by or in relation to a Corporation means a sponsor, it's the company that became a party in the preparation of the prospectus or any part of the prospectus relating to, but not including any person acting only by reason of the nature of his professional or on its properties as an advisor;
"contributors", in relation to a company, it means a person liable to contribute to the assets of the company if the company is wound-up, and includes the shareholders fully paid in the company and, before the final determination of those who become contributors, including any person alleged to be a contributors;
"Registrar" means the Registrar of companies under the companies Act 1965 [Act 125], and includes any Registrar, Deputy Registrar or region Assistant Registrar of companies;
The Langkawi International Yacht company 15 "Director" means any person, no matter by whatever name called, who serves as Director of a company or foreign company langkawi langkawi, and includes any person in accordance with the instructions or advice of the Director of such a company usually acts and one alternate Director or replace;
"regulations" means regulations made under this Act;
"Corporation" means a company langkawi, langkawi company, foreign or domestic companies of foreign companies;
"post" includes communications via mail, email, courier, freight, telex or facsimile;
"prospectus" means any prospectus, notice, circular, advertisement or invitation which invites applications or offers from the public to subscribe for or purchase, or offer to the public to subscribe for or purchase any shares or any unit of shares in a company or company langkawi langkawi proposed;
"foreign companies" means — (a) a company, organization, association or other body incorporated outside malaysia; or (b) an organization, association or other body incorporated under the law of the place may sue or be sued against him, or hold property in the name of the Secretary or other officer of the Association, organization or body is duly appointed for the purpose, and that does not have a head office or principal place of business in malaysia;
"domestic company" means a company incorporated under the companies Act 1965;
"langkawi company" means a company incorporated under this Act and whose activities are relevant to the yacht;
16 laws of Malaysia Act 643 "the company langkawi foreign" means a foreign company registered under part Viii;
"shares", in relation to a company, it means a share in the share capital of the company, and includes stock;
"annual fee payment date" means the date annual fee for a company of langkawi shall be payable pursuant to subsection 1 (6);
"umpuk" includes sell, publish, assignment and transfer of rights; and "allotment" has a corresponding meaning.
() for the purposes of this Act, a person shall be deemed to hold a beneficial interest in any shares of — (a) if the person, either alone or together with others, is entitled (otherwise as a trustee for, on behalf of, or by virtue of, others) to receive, directly or indirectly, any dividend in respect of the share or to undertake, or to control the exercise of, any right in respect of the shares; or (b) if the person, i.e. a Corporation holds any interest in any shares of the corporation beneficially other holding, its subsidiary or holding, any beneficial interest in the shares of the first-mentioned that.
() when in this Act any person who holds or occupies a certain position or positions mentioned or referred to, reference or reference it shall, unless the contrary is found purpose, calculated including all persons shall at any time thereafter to occupy temporarily a post or those positions.
(4) any provision of this Act that override or interpreting Association for a corporation shall, unless otherwise provided by this Act, applies in respect of Association in force on the commencement of this Act, and also to the Association Langkawi International Yacht 17th come into force thereafter, and shall also apply in respect of a corporation's memorandum as they apply in respect of Association of the Corporation.
definition of subsidiary and holding company 3. (1) for the purposes of this Act, a corporation shall, subject to the provisions of subsection (), deemed to be a subsidiary of another corporation if — (a) the other corporation that — (i) controls the composition of the Board of Directors of the Corporation who first mentioned;
(ii) controls more than half the voting power of the Corporation first mentioned; or (iii) holds more than half of the issued share capital of the Corporation first mentioned (excluding any part thereof that do not have any right to engage in excess of an amount specified in the delegation of either profits or capital); or (b) the Corporation who first mentioned is a subsidiary of any corporation which becomes a subsidiary of the Corporation the other.
() for the purposes of subsection (1), the membership of the Board of Directors of a corporation shall be deemed to be controlled by another corporation if the other corporation that, through the exercise of power can it undertook without the consent or the consent of any other person, can appoint or dismiss all or a majority of the directors, and for the purposes of this provision the other corporation shall be deemed to have the authority to make such appointments if — (a) a person shall not be appointed as a Director without the exercise of such power by the Corporation which favour the other; or (b) the appointment of a person as a Director of necessarily following from its position as a Director or other officer of that other corporation.
18 laws of Malaysia Act 643 () in determining whether a corporation is a subsidiary of another Corporation — (a) any shares held or power exercisable by that other corporation upon the nature of the fiduciary or trustee shall be treated as not held or cannot be carried out by him;
(b) subject to paragraph (c) and (d), any shares held or power exercisable — (i) by any person as a nominee for that other Corporation (except where that other corporation is only engaged upon the nature of the trustee or fiduciary); or (ii) by, or by a nominee for, a subsidiary of the Corporation the other, which is not a subsidiary just involved on the nature of the trustee or fiduciary, shall be treated as held or exercisable by that other corporation;
(c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the Corporation first referred to such a deed to secure any such debentures publications shall not be taken into account; and (d) any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not held or cannot be run as is mentioned in paragraph (c)) shall be treated as not held or cannot be carried out by the other corporation if the ordinary business of the Corporation the other or its subsidiaries , as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid as a guarantee only for the purpose of a transaction made in the ordinary course of that business.
The Langkawi International Yacht company 19 (4) a reference in this Act to the holding company a corporation shall be read as a reference to a corporation that is the last mentioned Corporation is a subsidiary.
related company 4. If a Corporation — (a) is a holding company of another corporation;
(b) is a subsidiary of a corporation to another; or (c) is a subsidiary of the holding company of another corporation, a corporation of which the first-mentioned Corporation and the other shall be for the purposes of this Act are deemed to be related to each other.
disapplication of the companies Act 1965 5. except as expressly provided otherwise in this Act, the provisions of the companies Act, 1965 shall not apply to a company or foreign company langkawi langkawi incorporated or registered under this Act.
purposes and activities allowed and prohibited for langkawi 6. (1) subject to subsection (), a company of langkawi may conduct any legal business law in respect of activities relating to the yacht, but the company may not conduct any business with a person a resident of malaysia except as provided in subsection ().
() Business referred to in subsection (1) if carried out in, from or through malaysia, should only be carried out in, from or through the langkawi.
0 the laws of Malaysia Act 643 () no company langkawi can conduct any business with a person a resident of malaysia except in respect of activities relating to the yacht or obtain financing or lending in respect of activities relating to the yacht.
(4) for the purposes of subsection (), a company langkawi cannot be counted as doing business with people residing in malaysia only by reason of — (a) the company makes or maintain deposits with a person carrying on business in malaysia;
(b) the company make or hold a professional relationship with any attorneys and representatives, accountants, bookkeepers, investment advisors, trustees or any other person such that doing business in malaysia;
(c) the company is to prepare or maintain books and records in malaysia;
(d) the company is to be held, in malaysia, Board meetings or its members;
(e) the company acquire or own any lease any property for the purpose of its operation or as an accommodation for officers or employees;
(f) the company hold shares, debt obligations or other securities of a company in langkawi; or (g) a resident of malaysia hold shares in the company the langkawi.
(5) a company may be managed by one of langkawi its members or more, which is herein referred to as "personnel management", and if managed as such, shall have any appropriate words or abbreviations in Latin which memperihalkannya so.
(6) members of management referred to in subsection (5) shall, for the purposes of this Act, be deemed to be directors of the langkawi.
International Yacht company Langkawi 1 part ii administration Registrar Act 7. (1) the Registrar shall be responsible for the administration of this Act.
() All courts, judges and those who acted in judicial shall give judicial notice are the seal and signature of the Registrar.
() there shall be paid to the Registrar of such fees as may be prescribed.
(4) the Registrar or any person authorized by the Registrar under this Act cannot be sued against him in any court for any act or thing done or that they were ordered to do or left to be done by him in good faith and in the exercise of any power or performance of any obligation that is proposed, given or imposed on it by or under this Act.
power to obtain information 8. (1) the Registrar may require any company or foreign company langkawi langkawi to give verbally or may by written notice require any company langkawi langkawi foreign companies or to provide written notice within the time specified in the notice all information in the proportion or the knowledge as may be required by the Registrar for the purposes of this Act.
() any company langkawi langkawi from foreign companies or does not give any information, or provide any information to make any statement that is false in disedarinya material, or making such statements recklessly, be guilty of an offence against this Act.
Laws of Malaysia Act 643 power to conduct 9. (1) for the purposes of determining whether a company or foreign company langkawi langkawi comply with this Act, the Registrar or any person authorized by him may have access to any place or building and may examine and make copies of or take extracts from any books, minutes book, register, record or document required by or under this Act to be kept by the company.
() A company or foreign company langkawi langkawi or any officer of the company shall, when required by the Registrar or any officer authorized by him, submit books, minutes book, register, record or such documents.
() A company or foreign company langkawi langkawi or any officer of the company who — (a) did not submit books, minutes book, register, record or document as may be required by the Registrar or any person authorized by him under this section; or (b) prevent or menggalang the Registrar or any person authorized by him during the exercise of any powers under this section, commits an offence against this Act.
(4) the Registrar or any person authorized by him, except for the purposes of this Act or in any criminal proceedings, may not make a record of, or disclose or notify to any other person, any information he has acquired by virtue of such inspection.
(5) subsection (1) shall not be construed as limiting or affecting any authority to make any inspection that is provided to any person by any other law.
The Langkawi International Yacht company authorised to carry out investigation 10. (1) if the Registrar has reason to suspect that a person has committed an offence against this Act, he may make such investigations as he may deem expedient for the due administration of this Act.
() when it appears to any magistrate on the basis of the written information and after such inquiry as he thinks necessary, that there is reasonable cause to believe that in any place or building where there is any goods, articles, materials, objects, books, accounts or other documents including any travel or other personal documents that can be used as evidence of the Commission of an offence against this Act, he may by warrant direct the Registrar to enter the place or the building , by force if necessary, and search, seize, take possession of and hold there goods, articles, materials, objects, account, book or document.
() when found by the Registrar that there is reasonable cause to believe that in any place or building any hidden or stored any goods, articles, materials, objects, books, accounts or other documents including any travel or other personal documents that can be used as evidence of the Commission of an offence against this Act, and the Registrar has reasonable grounds to believe that by reason of delay to get a search warrant , goods, articles, materials, objects, accounts, books or documents that can be interfered with or destroyed or the purpose of the search is likely blocked, he may be in respect of the building or place to carry out all of the powers referred to in subsection () fully and adequately as if he has been given the power to do so through warrants issued under that subsection.
(4) the Registrar may authorise any person to inspect any books, accounts or other documents seized and taken possession of by the Registrar during an investigation under this Act if such person has the right to examine the accounts, books or documents under this Act.
4 laws of Malaysia Act 643 authority to examine people 11. (1) for the purposes of any investigation under section 10, the Registrar may by notice in writing require any person who he knows the facts and circumstances of the case to appear before it and to be examined orally, and shall be reduced into writing any statement made by the person examined.
() the person examined under subsection (1) shall be bound to answer all questions relating to the case submitted to him by the Registrar and to state the truth, whether or not the statement was made in whole or in part as an answer to that question, and may not refuse to answer any question on the ground that question will show that he is guilty.
() A statement made by a person under this section and reduced to writing shall be signed by the person making it or affixed with cap head jarinya, as the case may be, after the statement was read out to him and after he has been given the opportunity to make any corrections he wanted: provided that if the person examined refuses to sign or affix with cap head jarinya at the statement , The Registrar shall endorse on the statement under his hand to the fact of the refusal and the reasons why, if any, specified by the person who inspected it.
(4) any statement made and recorded under this section shall be admissible in evidence in any proceedings under this Act in any court, either against the person who made the statement or any of the others.
(5) any person who — (a) without reasonable cause does not appear before the Registrar as required under subsection (1);
(b) without reasonable cause refuses to answer all questions posed to him by the Registrar of companies the Langkawi International Yacht 5 as required by subsection (); or (c) with disedarinya gives to the Registrar any information or statement which is false or misleading in a material, be guilty of an offence against this Act.
the submission or filing of documents with the Registrar of 12. (1) every document required or permitted to be submitted or filed with the Registrar under this Act must be deposited or filed through a management entity.
() subject to subsection (), every application to the Registrar for any certificate or document or any extract or copy of a certificate or document relating to a company or foreign company langkawi langkawi which shall be issued under this Act shall be made by the management entity.
() An application may be made directly to the Registrar if the application is in respect of a company or foreign company langkawi langkawi and the application is made by a member of the company for a certificate, a document, or an extract or copy of a certificate or documents for his own use.
the submission or filing of documents electronically 13. (1) the Registrar may provide a service for the submission or filing electronic documents required by this Act to be submitted or filed with the Registrar.
() A person intending to use the services provided under subsection (1) must be a customer to the service by paying the fee prescribed and in compliance with such terms and conditions as may be specified by the Registrar.
6 laws of Malaysia Act 643 () only one customer to the services provided under subsection (1) may submit or to file documents electronically with the Registrar.
(4) a document submitted or filed electronically under this section shall be deemed to have been satisfying for the submission or filing if the document is served or sent to the Registrar via any other means as specified by the Registrar.
(5) the Registrar may, by notice in writing, stating the documents can be submitted or filed electronically.
(6) a document required to be certified or confirmed shall, if the documents are required to be submitted or filed electronically, certified or authenticated in such manner as specified by the Registrar.
(7) If a document submitted or filed electronically with the Registrar, the Registrar or agent authorized by him shall not be liable for any loss or damage suffered by any person by reason of anything of the type of error or omission or how whatsoever arising in any document obtained by any person under the service referred to in subsection (1) If an error or omission made in good faith and in the ordinary course of the discharge of the duties of the Registrar or agent authorized by him or that occur or arise as a result of any defect or damage within the service or on the equipment used for the provision of such services.
the value of the evidence document submitted or filed electronically 14. A copy of or extract from any document submitted or filed electronically with the Registrar under section 1 of the duly certified by the Registrar as a true copy of or extract from the document is admissible in evidence in any proceeding as having equal validity with the original document.
The Langkawi International Yacht company 7 original copy is deposited in the Office of the entity management 15. (1) original copy of the documents specified by the Registrar to be submitted or filed electronically with the Registrar by the management entities shall, at all times, be kept at the Office of the management entity.
() Management entity that fails to comply with subsection (1) commits an offence against this Act.
Penalties: ten thousand dollars. Default penalty.
Approved Auditors 16. (1) subject to such conditions as he may deem fit apply, the Registrar may approve any person to be an approved auditor for the purposes of this Act.
() No person shall perform the duties of an auditor of a company langkawi unless he is an approved auditor.
() The Registrar may revoke any approval given under subsection (1).
(4) the Registrar shall keep a register of approved Auditors.
(5) an auditor approved shall pay to the Registrar any annual fee as may be prescribed.
The company's Auditors 17. (1) a person shall not in disedarinya agree to be appointed, and shall not be with disedarinya action, as an auditor for any company langkawi under this Act and may not provide to or on behalf of the company any report required by this Act so provided by an auditor approved — (a) if he is not an auditor approved;
8 laws of Malaysia Act 643 (b) if he is owed by the company or by a company deemed related to the company by virtue of section 4 in an amount in excess of five thousand dollars or an equivalent amount in any other currency;
(c) if he is — (i) an officer of the company;
(ii) a partner, employer or employee of an officer of the company;
(iii) a partner, or employee of an employee of an officer of the company;
(iv) a husband or wife of an officer of the company;
(v) a spouse of an employee of an officer of the company; or (vi) a holder of shares, or a husband or a wife, a shareholder of a corporation that is an officer of the company employees it; or (d) if he is responsible for, or if he is a partner, employer or employee of a person who is responsible for, keeping members or debentures of the company register it.
() for the purposes of subsection (1), a person shall be deemed to be an officer of a company langkawi if he is an officer of a company deemed to be relevant to the company the langkawi by virtue of section 4 or he has, at any time within twelve months earlier, became an officer of the company or sponsor the langkawi or corporation to the other.
() for the purposes of this section, a person shall not be deemed an officer of the company since he only langkawi has been appointed as an auditor of a company.
(4) No person shall be appointed as auditor of a company langkawi unless the person to be appointed Langkawi International Yacht Company 9 have been, prior to the appointment, agreed in writing to act as such Auditors.
(5) the Minister may make regulations menghendak Auditors approved to take insurance against their liability as auditors of the company in langkawi.
approved liquidator
18. (1) subject to such conditions as he may deem fit apply, the Registrar may approve any person to be an approved liquidator.
() The Registrar may revoke any approval given under subsection (1).
() The Registrar shall keep a register of approved liquidator.
(4) No person shall be appointed or shall act as liquidator of a company langkawi — (a) if he is not an approved liquidator;
(b) if he is owed by the company or by the dilikuidasikan of a company deemed related to the dilikuidasikan company by virtue of section 4 in an amount in excess of five thousand dollars or an equivalent amount in any other currency; or (c) if he does not give consent in writing for the appointment.
(5) If an approved liquidator is appointed to be a liquidator of a company, it's either by the Court or in a voluntary winding up, he shall immediately notify the Registrar in writing of any interest him in the langkawi as an officer, employee or employer of the langkawi or as a partner, employer or employee of an officer of the company the langkawi , and any interest in any of its related companies have in the langkawi.
0 the laws of Malaysia Act 643 express 19. (1) the Registrar shall, subject to this Act, saving any express may deem necessary in such form as he thinks fit.
() any officer, Member, debenture holder, Director or liquidator of a company or foreign company langkawi langkawi, or any other person who has the written consent of an officer, Member, holder of debentures, a Director or a liquidator or a Registrar can show that he has a good reason to do so, may, subject to this Act and on payment of the fee prescribed — (a) inspect any documents submitted or filed with the Registrar in respect of the company; or (b) require any certificate to be issued under this Act or a copy of or extract from any document in respect of the company so given or provided and certified by the Registrar.
() A copy of or extract from any document submitted or filed in the Office of the Registrar, certified as a true copy or extract under the hand and seal of the Registrar, shall, in any proceedings, be received in evidence having validity equal to the original document.
(4) in any legal proceedings — (a) a certificate under the hand and seal of the Registrar that, at the date or time period specified in the certificate, there are no company registered under this Act with a name that is specified in the certificate shall be received as prima facie evidence that on that date or time period, as the case may be, there's something the company has been registered with that name under this Act; and Langkawi International Yacht Company 1 (b) a certificate under the hand and seal of the Registrar that a requirement of this Act that are specified in the certificate — (i) has or has not complied with on a date or within the period specified in the certificate; or (ii) have been applied on a date specified in the certificate but not before that date, shall be received as prima facie evidence of the matters specified in the certificate.
(5) if the Registrar is of the opinion that a document submitted for submission to the Registrar — (a) contain things contrary to the law;
(b) contains matter, of a material, is false or misleading in such form or context item is included;
(c) by virtue of an omission or incorrect description, not executed properly;
(d) fails to comply with the requirements of this Act; or (e) contain a health eight, changes or deletion, the Registrar may refuse to register or to receive the document and may request — (f) so that the document is amended or completed with appropriate and submitted again;
(g) so that a new document be submitted in its place; or (h) if the document is not executed properly, so that an additional documents in the prescribed form is submitted.
Laws of Malaysia Act 643 (6) the Registrar may require a person to submit a document to be submitted to the Registrar to submit to the Registrar any other documents, or to give to the Registrar any information, as may be deemed necessary by the Registrar to make an opinion of whether he or she may refuse to accept or register the document.
(7) any person aggrieved by the refusal of the Registrar to register a company or foreign company langkawi langkawi or to register or receive any documents, or by any act or decision of the Registrar, may appeal within thirty days from the decision of the Registrar to the Minister, which may confirm the refusal, the Act or decision or give any direction on the matter as he thinks fit or otherwise decide the matter , but this subsection shall not apply to any act or decision of the Registrar — (a) in respect of which any of the provisions in the form of appeal or review expressly provided in this Act; or (b) that is declared by this act as conclusive or final or enshrined in any document that is declared by this act as conclusive evidence in respect of any act, matter or thing.
(8) If a company or foreign company langkawi langkawi or someone, after doing a default in compliance with — (a) any provision of this Act or any other law which requires that submitted or filed in such a way with the Registrar of any statement, account or other document or notice, so that to him about any subject; or (b) any request by the Registrar to amend or complete and submit again any document or produce a new document, the Langkawi International Yacht Company is not the default repair within thirty days after it is delivered to the company or such person a notice, which requires it to be done, the Registrar may order the company and any officer of the company or such person so that the default repair in time as set out in the order.
(9) the Registrar may, if in its opinion no longer necessary or required to save it, destroy or provide it to the National Archives — (a) in the case of a company or foreign company langkawi langkawi — (i) any statement about the allotment of shares for cash has been delivered or filed for a period of not less than six years;
(ii) any statement or balance sheet that has been submitted or filed for a period of not less than seven years, or any other document creating or evidencing an charges or solutions wholly or in part of a charge for which a memorandum of settlement of charges that has been registered for not less than seven years; or (iii) any other document (other than a memorandum and articles of the Association or any other document menyentuhnya) which was presented, filed or registered for not less than fifteen years;
(b) in the case of a company or foreign company langkawi langkawi which has been dissolved or cease to be registered for a period of not less than fifteen years, any document submitted, filed or registered; or (c) any document that is inserted with its transparency a register kept by the Registrar.
4 laws of Malaysia Act 643 part iii the establishment of Term 1 Incorporation company formation 20. (1) subject to this Act, any person may, by lowering his hand on a memorandum and comply with the requirements of registration, form a company langkawi for any business's legal laws concerning activities relating to the yacht.
() if the signatories to the memorandum is a corporation, the memorandum can be signed by the Corporation under seal or by any person duly authorised on his behalf.
() every company langkawi shall of a company limited by shares.
registration and incorporation of 21. (1) a person who wishes to be incorporating a company langkawi shall deliver to the Registrar a memorandum and of Association for a proposed company and other documents that are required to be given by or under this Act, and the Registrar on payment of the fee prescribed shall, subject to this Act, register the company with the register's memorandum and articles of the Association.
() The Registrar may require a statutory declaration made by an officer for submission by stating that all or any of the requirements of this Act have been complied with, and the Registrar may accept such a declaration as sufficient evidence for compliance.
() when the memorandum is registered, the Registrar shall certify under his hand and seal that Langkawi International Yacht Company 5 then, on and from the date specified in the certificate, have been incorporated, and that the company is a company limited by shares.
(4) on and from the date of incorporation stated in the certificate of incorporation that, but subject to this Act, the signatories to the memorandum along with any others who from time to time will be members of the company shall be a body corporate by the name contained in the memorandum, which can immediately carry out all the functions of an incorporated company, and who can sue and be sued , and perpetual succession and a common seal, with power to hold land but with such liability on the part of the members to contribute to the assets of the company if the company wound-up as provided by this Act.
(5) a certificate of incorporation for a corporation issued by the Registrar shall be prima facie evidence of compliance with all the requirements of this Act with respect to incorporation.
(6) a company langkawi shall pay such annual fee as may be prescribed in the prescribed manner.
(7) every signatory to the memorandum shall be deemed to have agreed to become a member of a company of langkawi, where the company is incorporated, shall be entered as a member in the register of members in respect of shares subscribed to or by him in the memorandum, and every other person who agrees to become a member of a company and whose name is recorded in the register of members shall be a member of the company.
application for registration of a foreign company as continued to exist at 22. (1) subject to section 6, a foreign company incorporated under the laws of any country other than malaysia, or any jurisdiction in such countries, may, if so authorized by the laws of the country or 6 laws of Malaysia Act the jurisdiction of 643, apply to the Registrar for registration the company continues to exist in langkawi as if the company has been incorporated under this Act.
() when the application is made under subsection (1), supported by any material obtained by the Registrar as sufficient and satisfactory, the Registrar may, if he is satisfied that the agreement from any number or proportion of shareholders, debenture holders and creditors of foreign companies such as may be required by the laws of the country or jurisdiction, and consent of the appropriate officer for the country or jurisdiction against such registration has been obtained by the company, register the company as continued to exist and, if so, the company is registered shall thereafter be deemed to be a company langkawi incorporated under this Act and domiciled in langkawi: provided that no foreign company can be registered under this section if — (a) the company is in the process of liquidation or company;
(b) a recipient for his property has been appointed; or (c) there is any scheme or order in force in relation to the company which the creditor's rights have been suspended or blocked.
() The registration of a foreign company under this section shall not be effective to — (a) creating a legal entity that is new;
(b) affect or touch on survivorship of the company;
(c) affect the property of the company;
(d) defaces any legal proceedings or other proceedings initiated, or to be entered into, by or against the company or any other person; or (e) prejudice to any rights, powers, authorities, duties, functions, liabilities or obligations of the company or any other person.
The Langkawi International Yacht company 7 (4) when a foreign company registered under this section — (a) that much of its Constitution which, if the company has been incorporated under this Act, required by the Act to be included in a memorandum of his Association, shall be deemed to be the memorandum of Association of the company; and (b) that much of its Constitution which does not, by virtue of paragraph (a), containing a memorandum of his Association, shall be deemed to be a matter of Association and memorandum of Association and shall be considered binding on the company and its members accordingly.
previous approvals in principle 23. (1) a foreign company shall, before applying to be registered under section, calling for such registration has been approved in principle and when the request is made and the prescribed fee, the Registrar may, if he is satisfied that the company is entitled to be registered under section, issue a certificate confirming his approval for the company to be registered as such subject to an application made under section within six months from the date of the certificate.
() The certificate of approval given by the Registrar under subsection (1) shall not release the foreign company to which the certificate is issued from complying with the provisions of section in the application for registration of the next.
the requirements of the memorandum of 24. (1) the memorandum of every company langkawi shall be printed and be divided into paragraphs numbered and dated and shall state the following: (a) the name of the company;
(b) the goals of the company;
8 laws of Malaysia Act 643 (c) the amount of share capital which the company proposed to be registered and its distribution to shares for a fixed amount;
(d) the full name and address of each of the signatories to the memorandum; and (e) that the signatory or signatories to the memorandum-signer desires shaped into a company in accordance with the memorandum and langkawi each agree to take the number of shares in the capital of the company set out appearing with their names respectively.
() a member of the company shall be liable to langkawi to the company for the amount of the unpaid for their shares but their liability as a member is, subject to the provisions of this Act, limited to the amount, if any, that are not paid for the shares held by them.
Session StatuS and names of the power company 25. subject to section 6, the power of a company of langkawi shall include, unless excluded or modified considerably by things his Association to the extent it does not cease to be in accordance with this Act, the powers set out in the schedule, which shall be exercised in langkawi and elsewhere, and such other powers as may be specified in the matter of his association or conferred upon him in general or specifically by the regulations.
ultra vires transactions 26. (1) no action or action for which a company langkawi (including making an agreement by the company and includes any act done on behalf of the company by an officer or agent of the company under any form of authority, either express or implied, for the company) and there are no any conveyancing or Langkawi International Yacht Company 9 transfer of title property , whether real estate or movable property, to or by a company of langkawi can become invalid simply by reason of the fact that the company is not capable or powerful to do the Act or to be the action or to complete or take the conveyancing or transfer of title.
() any incapacity or absence of such power can be asserted or expected just in — (a) any proceeding against the company the langkawi by any member of the company or, if the company has issued debentures secured by a floating charge on all or any property of the company, by the holders of any debentures, or by the Trustees for debenture holders, to resist the execution of any actions or conveyancing or transfer any property to or by the company;
(b) any proceedings by the company or by any member of the company against officers now or formerly of the company; or (c) any petition the Minister to wind up the company.
() if the actions, conveyancing or unauthorized transfer of title to be detained in any proceeding under paragraph () (a) are being implemented or made or to be implemented or made pursuant to any contract to which the company langkawi is a a party, the Court may, if all parties to the contract that is party to the proceedings and if deemed fair and equitable by the Court, waive and hold the implementation of the contract and may allow to the company or to the other party to the contract , according to the requirements of the case, compensation for loss or damage suffered or incurred by any of them which can be a result of the waiving of the contract execution and detention, but profits expected to be arising from the implementation of the contract shall not be awarded by the Court as a loss or damage incurred.
40 laws of Malaysia Act 643 company name langkawi
27. (1) except with the consent of the Minister, a company langkawi cannot be registered by a name which, in the opinion of the Registrar, it is not desired or is a name, or include a name, of the type that the Registrar is not otherwise willing to accept for registration.
() A company langkawi shall have: (a) the word "Corporation" or the word "incorporated" or the abbreviation "Corp." or "Inc.";
(b) the word "limited" or the abbreviation "Ltd.";
(c) the words "Public limited Company" or the abbreviation "P.l.C.";
(d) the words "Societe anonyme" or "Sociedad anonima" or the abbreviation "S.a.";
(e) the word "aktiengesellschaft" or the abbreviation "a.g.";
(f) the word "naamloze Vennootschap" or the abbreviation "n.V.";
(g) the words "Company Limited" or the abbreviation "P.t."; or (h) in Latin, any word or words in the national language of any country which means a joint stock company limited by shares, or any abbreviations, as part of its name.
() A company langkawi can have the word "(lgk)" as part of its name.
(4) Notwithstanding subsection (), a company of langkawi can have the words "berhad" or the abbreviation "Ltd." as part of its name, but when the words "berhad" or the abbreviation "Ltd." is used as part of the company name langkawi langkawi, the company shall in addition have the word "(lgk)" as part of its name.
The Langkawi International Yacht company 41 (5) no any description about a company langkawi can be deemed to be inadequate or incorrect by reason of the use of an abbreviation or acronym-acronym as substitute any word or words referred to in subsection () and vice versa.
(6) any person may submit to the Registrar an application in the prescribed form for a reservation of a name specified in the application as — (a) the name of a company proposed langkawi; or (b) the name of the to which a company proposing to change its name to langkawi.
(7) if the Registrar is of the opinion that the application be in bona fide and is satisfied that the proposed name is a name which the company proposed that or langkawi company langkawi can be registered without violating subsection (1), he shall arrange tickets the name proposed for a period of three months from the date the application is submitted.
(8) when period a name ditempahkan, no-one (other than the company or the company langkawi langkawi proposed in respect of which the name ditempahkan) may be registered under this Act or any other Act, whether originally or on a change of name, with the name ditempahkan or with any other name which, in the opinion of the Registrar, so nearly resembles the name of the ditempahkan to render the error for that name.
(9) a reservation of a name under this section in respect of a company or proposed company langkawi langkawi did not by itself give the right to the company being proposed or the company to be registered with that name, either originally or on a change of name.
name changes 28. (1) a company may, by resolution of the langkawi special, make a resolution that its name should be changed to a name which the company can be registered without violating subsection 7 (1).
4 laws of Malaysia Act 643 () if the Registrar approves the name by which the company has made a resolution as its new name should be, he shall, on payment of the prescribed fee, issue a certificate of incorporation for the company under its new name and once issued the certificate of incorporation of the change of name shall be in force.
() if the name of a company langkawi (either by mistake or otherwise and whether originally or by change of name) is a name which the company cannot be registered without violating subsection 7 (1), the company may, by special resolution, change its name to a name which the company can be registered without breaking that subsection and, if so directed by the Registrar shall change them within six weeks after the date of the direction or such longer period as may be allowed by the Registrar, unless the Minister may, by written notice, annulling the instructions, and if the company fails to comply with instructions that it be guilty of an offence against this Act.
Penalty: five thousand dollars.
(4) a change of name pursuant to this Act shall not affect the identity of the company the langkawi or any rights or obligations of the company or defaces any proceedings by or against the company; and any legal proceedings that might have been continued or commenced by or against the company under the name formerly can be continued or commenced by or against the company with its new name.
Association 29. (1) there shall be submitted together with the memorandum of a company langkawi Association signed by the signatories to the memorandum which sets out the rules for the company.
() The Association shall — (a) printed;
(b) be divided into paragraphs numbered; International Yacht Company and Langkawi 4 (c) signed by each of the signatories to the memorandum or, if any of the signatories was a company, sealed with the seal of the company or signed in his stead.
changes to the memorandum of association or 30. (1) subject to this Act, a company may, by resolution of the langkawi special, vary or add to the memorandum or article his Association.
() any changes or additions made in the memorandum or such association shall become effective from the date the notice of assessments presented to the Registrar and to be valid as if at first it contained in the memorandum of association or subject in the manner similar to change through the special settings.
a copy of the memorandum and of Association 31. (1) a company langkawi shall, when required by any Member, give him a copy of the memorandum and articles of the Association (if any) when the Member pay any amounts determined by the Director as reasonably necessary for bear the cost of the preparation and provision of the copy.
() If a change is made in the memorandum of association or a corporation, it's a copy of the memorandum or the Association cannot be withdrawn by the company after the date of the change unless — (a) the copy is in accordance with the changes; or (b) a copy of the printed resolution of making those changes is attached to a copy of the memorandum or of Association and clause or certain matters affected shown with ink.
() in the event of default in complying with this section, the langkawi company and every officer of the company who is in default commits an offence against this Act.
44 the laws of Malaysia Act 643 Penalty: five thousand dollars.
transactions and the establishment of 32 branches. (1) contracts on behalf of a company langkawi can be made as follows: (a) a contract which, if made between private persons, required by law be in writing under the seal, may be made on behalf of the company in writing under the common seal of the company;
(b) a contract which, if made between private persons, is required by law to be made in writing signed by the party charged therewith, may be made on behalf of the company in writing and signed by any person acting under autoritinya, express or implied; or (c) a contract which, if made between private persons, are valid in law even if made verbally only, and not reduced into writing, may be made orally on behalf of the company by any person acting under autoritinya, express or implied, and any contract made such shall be effective in law and shall bind the company and its successors and all other parties thereto and may be modified or implemented in such manner as it allowed is made.
() A document or proceeding requiring authentication by a company of langkawi can be signed by an authorized officer of the company and is not required to be made under seal.
() A company langkawi may, by writing under its common seal, empower any person, either generally or in respect of any matter stated as an agent or his attorney, to execute deeds on its behalf, and a deed signed Langkawi International Yacht Company 45 by the agent or representative on behalf of the company under seal or under the seal of the company , shall bind the company; and all those who deal in good faith shall be entitled to treat the completion of the deed is common and proper, and to act accordingly.
(4) a company langkawi may, if permitted by article his Association, established a branch in any part of the world but it cannot set up a branch in any part of malaysia outside of langkawi.
(5) a company and any company can have for use in any place outside the langkawi a duplicate seal which is a facsimile of the common seal of the company with the addition of the branch name on his face; and the said seal shall be known as the seal of the branch.
(6) If a company has set up a branch of langkawi, it can, in the instrument which established the branch or in an instrument which is then signed or sealed by the Secretary or under his own seal, appoint one or more to become Director of the branch and to establish a local Board and make provisions for a seal of the branch and for it and set the man can affix the seal; and subject to any instructions or restrictions imposed from time to time by the Director of the company, a branch shall have the authority to bind the company and issue shares or debentures of the company.
(7) a transaction according to the branch be able to convene in the same way as company langkawi may call transactions.
(8) the instrument made or confirmed under or by using any of the seal of the branch of a company langkawi would be equal to community seems to be the common seal of the company has attached thereto; and the date when and the place where the branch seal affixed on any instrument shall be indicated on the instrument.
46 laws of Malaysia Act 643 prohibition against carrying on business when the company langkawi No 33 members. (1) subject to subsection (), if at any time a company langkawi no members and conduct business for a period of more than six months while it is no Member, every officers, servants, employees or agents of the company while the company is doing business after a period of six months, which the company realized that no Member shall be liable, and if more than one you jointly and severally, to pay the entire debt, the company that took place during the company doing business after a period of six months, and officers, servants, employees or such agent commits an offence against this Act if the company is doing business after the six-month period.
() Of subsection (1) does not apply in respect of an officer, servants, employees or agents of a company which is a member of langkawi doing business the company after a period of six months, if the officers, servants, employees or agents do so by virtue of a direction of the Court or under the direction of an approved liquidator appointed in respect of the company.
part iV share and charges Chapter 1 Share allotment statements 34. (1) where a company langkawi make any allotment share, the company shall make a statement of the allotment stating — (a) the number of shares comprised in the allotment and the amount paid for the shares;
(b) the allotment date;
The Langkawi International Yacht company 47 (c) the amount (if any) be deemed to be paid or due and payable, for allotment per share;
(d) if the company capital is divided into different classes of shares, the shares of each class of shares in the allotment it belongs to; and (e) the full name and address of each recipient of the umpukan and the number and class of shares allotted to them.
() The statement under subsection (1) shall be kept at the registered office of the company the langkawi.
() The Registrar may, as in the case of circumstances deemed necessary by written notice, require a company langkawi to lodge with the Registrar a statement in respect of any share allotment.
(4) in the event of default in complying with this section, every officer of the company the langkawi errant commits an offence against this Act.
Penalty: five thousand dollars. Default penalty.
call 35. A company of langkawi may — (a) to enter into arrangements, regarding the issuance of shares, in order to change the amount and time of payment of calls between shareholders;
(b) accept from any member of the whole or any part of the amount still unpaid on any shares although no part of that amount has been called; and (c) pay dividends in balance with the amount paid-up on each share where a larger amount paid on some shares than for other shares.
48 laws of Malaysia Act 643 36 reserve liability. Langkawi a company may, by special resolution, determine that any part of the share capital of which is not called for the company could not be called a except in the circumstances the company is wound up, but there are no such settings can affect the rights acquired by any person before the resolution is approved.
37. share premium account (1) where a company langkawi issue shares for a price premium, whether for cash or otherwise, a sum of money equal to the amount or value of the aggregate of the premiums on those shares shall be transferred into an account named "share premium account", and the provisions of this Act relating to the reduction of the share capital of a company of langkawi shall, save as otherwise provided in this section , apply as if the share premium account is paid up share capital of the company.
() if the assets obtained through the issue of shares of a company and there are no any reply is recorded, such assets acquired must be reviewed, and if the value of the assets are in excess of the par value of such shares, the difference between the par value of the shares to the value of such assets acquired shall be transferred to the share premium account.
() the share premium account may, notwithstanding anything contained in subsection (1), worn by the company the langkawi — (a) to pay the unissued shares to be issued to members of the company as fully paid bonus shares;
(b) to write off — (i) the initial expenses of the company; or (ii) expenses for, or Commission paid or discount allowed on, any issuance of shares in, or debentures of, the company; or the Langkawi International Yacht Company 49 (c) for holding the premium payable on redemption of debentures or redeemable preference shares.
(4) where shares are issued for a consideration other than cash under subsection (), the shares cannot be assigned until — (a) the undertaking to be the replies have been implemented; or (b) the assets which form the replies that have been transferred to the company; and assets shall be deemed to have been transferred to a company — (i) in the case of goods, when the ownership or rights that belong to the item will flow to the company or when the goods sent to him;
(ii) in the case of negotiable instruments, when the company reserves the right to enforce all the rights enshrined in it in his own name without the consent of any other person; and (iii) in any other case, when the ownership or rights agreed to less vested in the company has been vested with legal at the company.
authority to issue shares and voting rights 38. (1) a company langkawi shall have authority to issue the number of shares specified in memorandumnya, which can be divided into one or more classes, with any name, priority, restrictions and relative rights as may be specified or provided for in the Association, and all prices and values given in respect of the share shall be stated in a currency other than the Malaysian currency.
() Of association may limit or deny voting rights, or assign special voting rights, for shares of any class or shares in any of the classes to the extent it does not cease to be in accordance with the provisions of this Act or the regulations.
50 laws of Malaysia Act 643 langkawi company transacts in shares yourself, etc.
39. (1) a company langkawi can provide financial assistance, either directly or indirectly, for the purpose of or in connection with the purchase of a share or shares of any subsidiary or company pemegangannya — (a) if the transaction has been approved by a special resolution of the company, and a Director has to recommend to the meeting, in writing, with the intent that there are any reasonable grounds to believe that — (i) the company is , or after giving the financial assistance will become, insolvent; or (ii) the value of the assets of the company revenue, excluding the amount of any financial assistance in the form of a loan and in the form of assets pledged or charged to secure a guarantee, shall, after giving the financial assistance or the loan, be less than the aggregate of liabilities and stated capital of the company; or (b) to an employee (other than an employee who is also a Director) of the company or any of its subsidiaries or its pemegangannya.
() A company langkawi can buy, take, receive or otherwise acquire, hold, own, back up, transfer or otherwise dispose of its own share, or share any of its subsidiaries or its pemegangannya, but the purchase of the shares, either directly or indirectly, can be made only to the extent of earned surplus which are not reserved and not get stuck to the purchase; and if the Association does provide such confirmation votes, or by the holder at least three quarters of all shares entitled to vote thereon, to the extent the excess capital that are not reserved and not get stuck to his purchases.
() Notwithstanding subsection (), provided that there are any reasonable grounds for believing that the company Langkawi International Yacht company that is 51, or after the payment is going to be, insolvent or that the value can be the result of the company's assets shall be, after such payment, be less than the aggregate of liabilities and stated capital of the company, a company of langkawi can purchase or otherwise acquire its own share for the purposes of — (a) eliminate fractional shares;
(b) to pay shareholders who oppose entitled to get paid for their shares under the provisions of this Act or the regulations; or (c) carry out, subject to this Act, the withdrawal of the company's redeemable shares through the redemption or purchase with prices not exceeding the redemption price.
pengkenselan share of turnover by company langkawi 40. Langkawi a company may at any time, by resolution of its directors, mengkenselkan all or any part of the company's shares from any class that diperolehnya again, other than redeemable shares have been redeemed or purchased, and such a statement in the matter of pengkenselan shall be submitted to the Registrar within thirty days from the date of the pengkenselan.
Issue shares with a discount of 41. (1) subject to this section, a company of langkawi can publish discounted the company's shares from class which has been published.
() no such shares may be issued with discounts without first getting written approval of the Registrar.
() An application to issue shares with a discount shall be made to entity management, and shall be accompanied with the names and addresses of all members together with the notice addressed to the Member who told them about the publication of a proposed and specifying the maximum discount rate at which the shares are issued.
5 laws of Malaysia Act 643 (4) entity management to whom application is made shall, upon receipt of the application and the notice, send the notice and inform the Member to whom the notice is addressed that any objection shall be conveyed to the management entities are acceptable within forty-two days from the date of the notice.
(5) upon the expiration of sixty days from the date of delivery of the notice referred to in subsection (), the management entities shall deliver the application, along with any objection a merit, to the Registrar.
(6) where any such application is made, the Registrar may, if due to circumstances in the matter and any objection, it sees fit to do so, pass the publication on such terms and conditions as it thinks fit.
changes in share capital of 42. (1) a company may, by resolution of the langkawi special, changing the terms of the memorandum and his Association as the case one way or more of the following: (a) increase its share capital by creating new shares of the amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of larger is the lesser of the available share;
(c) break divide share or any of the shares to the share of the lesser amount set by the memorandum of association or, with such a way so that the broken part of the rate between the amount due by the amount (if any) unpaid on each reduced share shall be the same as in the matter of shares of which the reduced share is derived;
(d) convert all or any of its shares into shares and convert back the shares to the share paid up from any stage of value;
The Langkawi International Yacht company 5 (e) mengkenselkan shares which, at the date of a resolution passed for the purpose, has not been taken or has not agreed to be taken by any person, and reduces the amount of the share capital by the amount of shares that have been dikenselkan it;
(f) mendenominasikan the currency of any shares by exchanging shares denominated in one currency to the numbers share the same for other currencies, with the prior written consent of the creditor, if any.
() A denomination currency back for any of the shares under paragraph (1) (f) shall be deemed not to affect pengkenselan existing shares and the issuance of new shares.
() A pengkenselan shares under paragraph (1) (e) shall not be deemed to be a reduction of share capital within the meaning of this Act.
(4) where, under subsection (1), a company has share capital of langkawi with capital in excess of stated in memorandumnya with shares of the amount prescribed, it shall, within one month after the ruling that allows the addition of the approved, resulting in the submission to the Registrar a notice in accordance with the prescribed form of addition.
(5) where any company langkawi fails to comply with subsection (4), the company and every officer of the company who is in default commits an offence against this Act.
Penalty: five thousand dollars. Default penalty.
confirmation of the issued shares with should not be 43. If a company in the form of langkawi has published or be apportioned share, and the share allotment or publication shall be invalid by reason of any provision of this Act or memorandum or of Association of the company or otherwise, or the terms of publication or allotment that was not in line 54 laws of Malaysia Act 643 with or not permitted by any provision of it, the Court may, on an application submitted to it by the company or by a holder or mortgagee of any such shares or by a creditors of the company, and when satisfied that in all the circumstances was fair and equitable to do so, make an order confirming the publication or the share allotment, or confirming the terms of publication or pengumpukannya, or both, subject to such conditions, if any, that he, and where such order is made and a copy of the order submitted by the company or by the , creditor or mortgagee with the Registrar, such shares shall be deemed to have been published or be assigned legally on publication or pengumpukannya as modified by the terms, if any, imposed by the Court.
special resolution for reduction of share capital 44. (1) subject to confirmation by the Court, a company of langkawi may, if so permitted by article his Association, through special resolution reduce capital share in such a way and in particular, without limiting the generality of the referred to above, may — (a) to eliminate or reduce the liability of any share in respect of the share capital not paid up;
(b) mengkenselkan any paid-up share capital which is lost or that cannot be represented by available assets; or (c) pay any paid-up share capital which is in excess of the needs of the company, or otherwise is for the overall interest of the company to be paid, and shall, to the extent necessary, change the memorandumnya by reducing the amount of the share and the amount of share capital accordingly.
() if the proposed share capital reduction involving the reduction of liability in respect of unpaid share capital or the payment to any holder of Langkawi International Yacht Company 55 share any paid-up share capital, and in any other case if the Court ordered so — (a) every creditor of the company langkawi, on a date fixed by the Court, be entitled to any debt or claim , if that date is the start for winding it, be admissible as evidence against the company, shall be entitled to object to the reduction;
(b) the Court, unless satisfied that the statutory declaration by the Director that there were such creditor, shall establish a list of creditors entitled to object, and for that purpose shall determine, as far as possible without requiring an application from any creditor, the creditor's name and type and amount of the debt or claim, and may publish notices fixing the last day at or prior creditor that is not recorded on the list can claim to such recorded; and
(c) If a creditor was recorded in the list of the debt or claim has not been settled or not do not agree with the reduction, the Court may set aside the agreement of the creditors when the company that secures the payment of debts of langkawi or claim by distributing, as directed by the Court — (i) if the company admits the full amount of the debt or claim or, though not to admit it, agree to assign to him , the full amount of the debt or claim; or (ii) if the company does not admit, and not willing to assign to him, the full amount of the debt or claim, or if those amounts are contingent or uncertain, an amount fixed by the Court after the investigation and the punishment of its kind as if the company is wound-up by the Court.
() Notwithstanding the provisions of subsection (), the Court may, taking into account the circumstances of the case, ordered 56 laws of Malaysia Act 643 that all or any of the provisions of that subsection shall not apply in relation to any class of creditors.
(4) the Court, if satisfied with respect to every creditor who under subsection () have the right to protest, that either consent to the reduction has been obtained, or debt or claim has been settled or has determined, or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit, and may require the company to broadcast the langkawi as directed by the Court of the reasons for the reduction or any other information as may be deemed expedient by the the Court, and, if deemed appropriate by the Court, the reasons that lead to the reduction.
(5) an order made under subsection (4) shall indicate the amount of the share capital of the company as altered langkawi by that order, the number of shares to which the shares are to be divided and the amount per share and the amount, if any, on the date of the order, which are deemed to be paid on each share.
(6) when a copy of the order is submitted to the Office of the Registrar, resolution for the reduction of share capital as confirmed by the order of such submitted shall become effective.
(7) the certificate of the Registrar shall be conclusive evidence that all the requirements of this Act in respect of the reduction of share capital have been followed with and that the share capital of a company of langkawi are as stated in the order.
(8) when a copy of the order, the details of which are shown in the order pursuant to subsection (5) shall be deemed to be replaced with a corresponding details, and replacement of the memorandum and any such additional ordered by the Court to be made at the langkawi company name (in the case of any additions to the name, for the period as specified in the court order) deemed to be a change to the memorandum for the purposes of this Act.
The Langkawi International Yacht company 57 (9) a member, past or present, is not liable in respect of any share of any call or contribution exceeds its recoverable amount in the difference between the amount of the shares as may be prescribed by the order and the amount paid, or a lesser amount is reduced which are deemed to have been paid up on the shares, as the case may be, but if any creditor entitled to object to the reduction , by reason of the kejahilannya of proceedings for the reduction, or about the nature and impact of the proceedings on the claim, not recorded in the list of creditors, and after the reduction company of langkawi is unable, within the meaning of this Act in respect of the winding up by the Court, pay the amount of the debt or claim — (a) every person who is a member company of the langkawi date of delivery a copy of the court order for the reduction be liable to contribute for the payment of debts or the claim of an amount not exceeding the amount which He should have been liable to contribute if the company has been wound up on the day before that date; and (b) if the company is wound up, the langkawi Court, upon the application of any creditor and when proven kejahilannya of proceedings for the reduction or about the nature and impact of the proceedings on the claim, can set a list of persons liable to contribute, and make and enforce calls and orders over contributors specified in the list, as if he was an ordinary contributors in a winding , but there is nothing whatsoever in this subsection shall affect the rights of contributors-contributors among their own.
(10) any officer of a company langkawi — (a) willfully hiding the name of any creditor entitled to object to against the reduction;
(b) willfully blames State the kind or amount of the debt or claim of any creditor; or 58 laws of Malaysia Act 643 (c) helpful, aiding and abetting or be party to any such concealment or misrepresentation, be guilty of an offence against this Act.
Penalties: ten thousand dollars.
Shareholders rights priority must be stated in article 45 of the Association. (1) no company langkawi can be apportioned a preference shares, or convert a share issue to a preference shares, unless specified in the matter of her rights of the shareholder in respect of the repayment of capital, the participation in the assets of surpluses and profits, cumulative cumulative dividend or not, voting and preference capital and payments in respect of other shares or classes of preference shares to another.
() The issuance of preference shares by a company staged langkawi pari passu with the existing preference shares issued by the company shall be deemed to be a change in the twin rights with existing preference shares unless the issue of the shares of the first-mentioned permitted by the terms of the issue of existing preference shares or by things his Association in effect at the time of the existing preference shares is published.
() in the event of default in complying with this section, the langkawi company and every officer of the company who is in default commits an offence against this Act.
redeemable preference shares 46. (1) subject to this section, a company of langkawi with share capital may, if so permitted by article his Association, issue preference shares as possible, or at the option of the company will be able, redeemed and redemption shall be made only upon such terms and in such manner as provided by the Association.
() The Redemption shall not be treated as reducing the amount of share capital authorised for the company.
The Langkawi International Yacht company 59 () of shares shall not be redeemed — (a) with the exception of that otherwise can be held for dividends, or from publications new shares made for the purposes of the redemption; and (b) unless the shares are fully paid.
(4) the Premium, if any, payable on redemption shall be appropriated from profits or share premium account before the shares redeemed.
(5) if any share is redeemed otherwise than as a result of a new publication, it shall, instead of the profit that otherwise can be held for dividends, transferred to a reserve named "capital redemption reserve" a sum of money equal to the nominal amount of the shares redeemed, and the provisions of this Act relating to the reduction of the share capital of a company of langkawi shall, save as otherwise provided in this section , apply as if the capital redemption reserve were paid-up share capital of the company.
(6) If, in accordance with this section, a company langkawi have to redeem, or almost want to redeem, any preference shares, the company may issue shares to the extent of the nominal amount of the shares redeemed or to be redeemed as if the shares were never published, and thus the share capital of the company may not, for the purposes of any fees under this Act, be deemed to have been added to the publication But if the new shares issued before the redemption of the shares of the old, the new shares may not, in so far as it relates to any fees under this Act, be deemed to have been issued pursuant to this subsection unless the old shares were redeemed within one month after the issuance of the new shares.
(7) capital redemption reserve can be used to pay for the shares that are not published for the company to be issued to members of the company as fully paid bonus shares.
(8) If a company langkawi redeem any redeemable preference shares, the company shall, within one month after you do so, give notice thereof to the Registrar stating the shares have been redeemed it.
60 laws of Malaysia Act 643 restrictions on invite investments from public
47. (1) Langkawi a company may not make any offer or issued any invitation to the public to subscribe for or purchase any share or interest in the company unless an offer or invitation is in respect of shares or interest that gives shareholders or interest the right to use or enjoy any activity or recreation or holiday facilities relating to the yacht.
() The provisions of Chapter 1 and 5 Part 1V of the companies Act, 1965 shall apply in relation to any offer or invitation made by a company in langkawi to the public to subscribe for or purchase shares or interest seems an offer or invitation to the public is made by an unlisted recreational clubs, subject to such modification as the Minister may make an order in accordance with the objects and purposes of this Act , and in particular the references to "company" to be treated as a reference to a company in langkawi.
() for the purposes of this section — "unlisted recreational clubs" means a corporation that gives shareholders the right to use or enjoy any activity or recreation or holiday facilities relating to the yacht and the share is not listed or proposed to be listed for quotation on any stock market of a stock exchange;
"interest" means any right to take part or interest, whether enforceable or not and whether actual, prospective or contingent in any time sharing scheme or investment contract, whether the right or interest is evidenced by a formal contract and whether or not such rights or interests in relation to a physical asset, but does not include — (a) any shares in or debentures of a corporation; or the Langkawi International Yacht Company 61 (b) any interest in a partnership agreement unless the agreement — (i) in relation to an undertaking, scheme, contract or investment enterprises funded by, or on behalf of, a business usually is or includes a sponsorship undertaking, scheme, enterprise or contract such investments, whether or not such person is a party to the agreement; or (ii) is an agreement, or are in a class agreement, as prescribed by the regulations for the purposes of this paragraph;
"investment contract" means any contract, arrangement or scheme on substantially and irrespective of the shape to give investors the right to use or enjoy any activity or recreation or holiday facilities relating to the yacht for a reply and for a period of not less than twelve months whether or not repeatedly-repeat;
"modification" includes amendment, adaptation, alteration, variation, addition, Division, replacement or exemption;
"time share scheme" means a scheme, undertaking or Enterprise — (a) that the members are, or may be, reserves the right to use, or have lived, for two periods or more during the period of the scheme, undertaking or enterprise that, whether in malaysia or elsewhere will be handled, a yacht which the scheme, the relevant undertaking or Enterprise; and (b) which will be maintained for a period of not less than three years.
6 laws of Malaysia Act 643 Term ownership and Transfer of shares in 48. Shares or other interest of any member in a given company langkawi is a movable, a transferable title in the manner provided by the Association, and shall not be of the type of immovable property.
49 shares numbering. (1) each share in a company of langkawi shall be known through the appropriate number.
() Notwithstanding subsection (1) — (a) if at any time all the issued shares in a company, it's easy or all shares of a particular class issued in the company, has been fully paid and highly ranked pari passu for all purposes, none of the shares need thereafter have an identification number as long as the shares are fully paid and fixed stages pari passu for all purposes with all shares of the same class currently issued and fully paid; or (b) if all the issued shares in a company langkawi is proven through certification in accordance with section 50 and each such certificate known as the number is appropriate and that number is recorded in the register of members, none of the shares must have an identification number.
certificate shall be evidence of title 50. (1) a certificate, under the seal of a corporation langkawi or any branch of the company, specifying any shares held by a member shall be prima facie evidence of respect against the shares.
The Langkawi International Yacht company 6 () every share certificate shall be under the seal of the langkawi or a branch of the company and shall state — (a) the company name and authority under which the company is established;
(b) the address of the registered office of the company at the langkawi or, if such certificate issued by a branch of the company, address of the branch;
(c) the nominal value of the share and extent of it paid; and (d) the class of shares.
() failure to comply with this section shall not affect the right of any shareholder.
(4) in the event of default in complying with this section, the langkawi company and every officer of the company who is in default commits an offence against this Act.
langkawi company can have the seal of the 51 shares. Langkawi a company may, if permitted by article his Association, have a seal on his face there the company name and the words "seal of the Shares", and a certificate under the seal of such shares shall be deemed to have been sealed with the common seal of the company for the purposes of this Act.
instrument of transfer of title and transfer of title by the personal representatives of 52. (1) a company can register a langkawi cannot transfer shares in or debentures unless an instrument of transfer of title proper has been delivered to the company, but this subsection shall not prejudice any power to register as a shareholder or debenture holder any person to whom the right to any shares in, or debentures of, the company has transferred through effective law.
() A transfer of ownership of shares, debentures or other interests one who died made by the personal representative shall, 64 laws of Malaysia Act 643 although personal representatives of itself rather than a member of the company, the same to be valid as if he has been a member of such at the time of execution of the instrument of transfer of the title.
() any documents submitted to a company langkawi according to law is sufficient evidence that the will, the probate or letter of administration the estate, the dead have been given to one shall be received by the company, though nothing whatsoever in the matter of his Association, as sufficient evidence of the grant.
(4) in this section, "instrument of transfer" includes a written application for transfer of shares, debentures or other interests to a personal representative.
the company's obligations in respect of the issuance of a certificate of langkawi, 53. (1) every company langkawi shall, within two months after the allotment of any share or debenturnya, and within one month after the date upon which a transfer of title (other than a transfer of title that the company, for any reason, to refuse to register and not mendaftarkannya) any share or debenturnya submitted to the company, equip and prepare for submission all the appropriate certificate and debentures related to the allotment or transfer the , unless the conditions of issuance of shares in or debentures of the allocated otherwise.
() in the event of default in complying with this section, the langkawi company and every officer of the company who is in default commits an offence against this Act.
Penalty: five thousand dollars. Default penalty.
() If a company langkawi against whom a notice was served that requires it to improve any default in complying with the provisions of this section do not improve the default within thirty days after service of the notice, the Court may, on the application of the person entitled to be handed over to him a certificate for shares in or debentures of the company, directing it and every officer of the company the company Langkawi International Yacht 65 so that improve the default within such time as specified in the instructions , and such directions may provide that all costs and expenses of and incidental to the application shall be borne by the company and by any officer of the company who is in default in accordance with any rate he thinks fit by the Court.
Term of the express charges disapplication of Chapter 54. There is nothing whatsoever in this Chapter apply to a charge created by a company or foreign company langkawi langkawi on the property outside malaysia.
express charge
55. (1) every company or foreign company langkawi langkawi shall keep at the registered office of an express charges and shall be recorded therein all charges that specifically involve the company property within one month after the creation of the charge, giving in each case a brief description of the property of the digadaikan, the amount being recovered through charges that, the name of the chargee or persons entitled to the charge against , and details relating to the settlement or exemption from such charges.
() if any of the property of a company or foreign company langkawi langkawi without digadaikan made notes as required by subsection (1), every officer of the company with disedarinya and intentionally authorize or allow the omission of such record commits an offence against this Act.
Penalties: ten thousand dollars.
() every company or foreign company langkawi langkawi shall cause a copy of every instrument creating any charge stored in the registered office.
66 laws of Malaysia Act 643 (4) Express charge and a copy of the instrument which kept pursuant to this section shall be open to inspection by any creditor with the approval of a Director or employee of the company at any reasonable time without any fee.
(5) in the event of default in complying with subsection () or (4), the company or foreign company langkawi langkawi and every officer of the company who is in default commits an offence against this Act.
Penalty: five thousand dollars. Default penalty.
Part V Administration And Management Office and Term 1 name registered office 56 langkawi. (1) every company langkawi shall at all times have a registered office in langkawi, which the Office was the main Office of the management entity.
() in the event of default in complying with this section, the company and every officer of the company who is in default commits an offence against this Act.
Penalty: five thousand dollars. Default penalty.
the name should be displayed in all offices and found on seals, letters, etc.
57. (1) every company or foreign company langkawi langkawi shall paint or affix, and ensure painted or affixed, its name in conspicuous places, in an easily read in Latin, in printed or in electronic display format or otherwise, in every Office or place in which its business is carried out.
The Langkawi International Yacht company 67 Penalty: five thousand dollars. Default penalty.
() the name of a company or foreign company langkawi langkawi shall (whether or not the company is doing business under a business name) appears in Latin that is easily read on — (a) seal; and (b) all business letters, account statements, invoices, notices, publications, official bills of Exchange, promissory note, endorsement, cheque, orders, receipts and letters of credit for, or purporting to be issued or signed by or on behalf of, the company, and in the event of default in complying with this subsection, the company commits an offence against this Act.
() the name of a company or foreign company langkawi langkawi (whether or not the company is doing business under a business name) in Latin that is easily read and company number for the company or foreign company langkawi langkawi shall be reflected in the memorandum of Association and articles of the company and any other documents as may be prescribed, and in the event of default in complying with this subsection , the company commits an offence against this Act.
(4) where a company or foreign company langkawi langkawi changed its name, the company name formerly shall also appear under the name of now on all business documents, letters, account statements, invoices, notices, publications, official bills of Exchange, promissory note, endorsement, cheque, orders, receipts and letters of credit for, or purporting to be issued or signed by or on behalf of, the company for a term of not less than twelve months from the date of the changeover.
(5) If an officer of a company or foreign company langkawi langkawi or any person on behalf of the company — (a) using or permitting the use of any seal purporting to be the seal of the company to which his name is not stated as such;
68 the laws of Malaysia Act 643 (b) remove or allow any business letter, statement of account, invoice, official notice or publication of the company in which its name or its name formerly (if applicable) are not referred to as such;
(c) sign, issue or allowing signed or issued, on behalf of the company, any bills of Exchange, promissory note, cheque or other negotiable instrument, or any endorsement, order, receipt or letter of credit, in which its name or its name formerly (if applicable) are not referred to as such; or (d) sign or permit signed on behalf of the company, and the company's memorandum of association or any other documents as may be prescribed by the Registrar, in which the name and company number of langkawi langkawi foreigners or companies not mentioned so, he commits an offence against this Act and, if he has signed, issue or allowing signed or issued on behalf of the company any bills of Exchange , promissory note or other negotiable instrument or any endorsement thereon or that order in which such name or name formerly (if applicable) are not referred to as such, he shall in addition be liable to the holder of the instrument or the order for the amount due to him, unless it was paid by the company.
Penalty: five thousand dollars. Default penalty.
Directors and officers term Director 58. (1) every company langkawi must have at least one Director.
The Langkawi International Yacht company 69 () first Director for a company to be named in the langkawi of Association of the company.
() any vacancy outside Director may, to the extent of Association for a company not allocated otherwise, langkawi to be filled by a person appointed by the Director or directors who remained or, if none of the Directors has remained, by the Registrar upon application by a member of the company.
(4) subject to any provision to the contrary in the matter of Association of a company, it's a Director or officer of a company of langkawi can be such a corporation and the Corporation may act on its own or through a nominee in writing, and be appointed or can act as a Director of more than one company.
(5) a Director of a company may not disclose to langkawi, any person, or use for any purpose, any information obtained by reason of his office except in accordance with its obligations as a Director of the company and to the extent that he may be compelled by law to do so, but a Director may disclose to a public officer in malaysia, or otherwise use in malaysia , any information available in the knowledge that you trust with unfortunately expect that a fraud is being or will be adopted by the company or by any of its members or its directors or to the company or any of its members.
(6) a Director of a company which, with langkawi violates subsection (4), disclose to any person, or use for any purpose, any information obtained by reason of his position commits an offence against this Act.
(7) Notwithstanding any other provisions of this Act or the regulations to the contrary, and unless otherwise provided for in the Association a company langkawi, a Director of a company langkawi cannot be liable to any penalties provided for under this Act for any damage caused to or 70 laws of Malaysia Act 643 incurred by any person, however the damage whatsoever arising otherwise, by reason of the acts of misconduct that deliberately, accidentally default or neglect the Director accidentally.
consent to act as Director of 59. A person cannot be appointed or named as a Director or proposed Director of Association of a company in langkawi unless, before registration of the Association, that person has, by itself or by his agent authorized in writing in that behalf, sign and cause submitted to the Registrar a written consent to act as a Director.
validity of acts of Directors 60. the action of a Director of a company langkawi are valid notwithstanding any defect in the appointment or his entitlement.
power of Registrar to prevent people from managing the company langkawi 61. (1) the Registrar may issue a direction that a person who, at or elsewhere — (a) has been convicted of an offence relating to sponsorship, formation or management of a corporation;
(b) has been convicted of any act involving fraud or dishonesty; or
(c) is a bankrupt has not past or insolvent, lost his entitlement to act as a Director or sponsor, or in any manner directly or indirectly involved in or participate in management, a company in langkawi.
() After an instruction issued by the Registrar under subsection (1), a company langkawi cannot be later than that appoints or save someone who has lost the Langkawi International Yacht Company 71 test such as a Director, and someone lost his entitlement such that acts in contravention of the instructions without permission of the court commits an offence against this Act.
Penalties: ten thousand dollars.
disclosure of interest in contract, property, position, etc.
62. (1) subject to this section, every Director of a company is langkawi any way, whether directly or indirectly, interested in a contract or proposed contract with the company shall, as soon as practicable after the relevant facts have come to his knowledge, to declare its type at a meeting of Directors of the company or cause circulated in writing to all other items of interest.
() Of subsection (1) does not apply in the case that interests of Directors of langkawi is just made up of the Director be a member or creditor of a company interested in langkawi a contract or proposed contract with the company who first mentioned that, if the interest of the Director can be properly regarded as non-material interests.
() subject to any provision to the contrary in the matter of Association of a company, it's an independent company that cannot, for the purposes of this section, be deemed to be interested in or at any time has been interested in a contract or proposed contract that, by virtue of a contract or contact a proposed — (a) has been or will be made with;
(b) is for the benefit; or (c) is on behalf of, a company which, by virtue of the provisions of section 4, is deemed to be a related company, and that the Director is also a Director of the company.
7 laws of Malaysia Act 643 (4) for the purposes of subsection (1), a general notice given to the Director of a company in langkawi by a Director who brought the impression that he is an officer or employee of a company langkawi stated or another Member of a firm and he shall be regarded as interested in any contract which may, after the date of the notice, be made with the company or firm shall be deemed to be a sufficient Declaration of interest in relation to any contract made so, but there is nothing such notices can be as effective unless notice is given at a meeting of directors or of the Director take reasonable steps to ensure that the notice is submitted and read at the meeting of the Directors following the notice is given.
(5) every Director of a company langkawi holding any Office or have any property that through it, either directly or indirectly, the duty or interest may be created that clashed with the obligation or its interest as a Director, shall be declared in a meeting of Directors of the company or cause circulated in writing to the Director of other facts and types, the nature and extent of the conflict.
(6) a declaration required to be made by a Director under subsection (5) shall be made at the first meeting of the Directors held — (a) after he became a Director; or (b) (if he has already become a Director) after he assumed office or own the property, unless it has been circulated in writing before the meeting.
(7) every declaration under this section shall be recorded in the minutes of meetings in which the Declaration has been made.
(8) this section shall be in addition to and shall not reduce the conduct of such pillars of the law or any of the provisions of Association of a company which blocking an independent langkawi the company from having any interest in any contract with the company or from Office or possesses property involving the duty or interest that clashed with the obligation or its interest as a Director.
The Langkawi International Yacht company 7 duties and liability of officer 63. (1) every officer in charge of a company of langkawi shall at all times act honestly and use reasonable endeavours in fulfilling his Office.
() An officer of a company in langkawi cannot use should not be any information obtained by reason of his Office to seek, either directly or indirectly, any benefit for himself or for any other person or to cause harm to the company.
() An officer of a company of langkawi which contravenes this section — (a) shall be liable to the company for any profit made by him and for any damage incurred by the company by reason of the infringement; and (b) be guilty of an offence against this Act.
(4) this section shall be in addition to and shall not reduce any written law or pillars of other laws relating to the duties or liabilities of a Director or officer of a company.
Secretary 64. (1) every company shall appoint a Secretary of langkawi or more, which at least one shall be a management entity and who shall also be the Secretary of the resident company of the langkawi.
() subject to any provision to the contrary in the memorandum of Association of a company and langkawi, langkawi a Secretary of a company can be a corporation, and the Corporation can act on its own or through a nominee to be appointed in writing and may be appointed or can act as a Secretary to more than one company.
() every Secretary of a company of langkawi shall be appointed by the Director of the company.
74 laws of Malaysia Act 643 (4) subject to subsection (5), the Secretary of a resident company of langkawi shall be responsible for compliance by the company with the requirements of this Act in respect of the submission of all documents to the Registrar, maintaining company records at the registered office of the company and to manage the communication presented to the company at the registered office.
(5) Notwithstanding any other provision in this Act to the contrary, resident Secretary is not liable as an officer of the company for any penalty provided for in this Act except for anything done or left than done by him in carrying out the duties of his Office, or be liable for any damage caused to or suffered by any person whatsoever it however arising other than by reason of the acts of misconduct that are deliberately , default intentionally or accidentally neglect the resident Secretary.
(6) a company langkawi shall immediately pay any costs, charges and expenses incurred by the Secretary of the resident in respect of anything done under this Act on behalf of the company.
Register of Directors and officers 65. (1) every company shall keep in langkawi the registered office in langkawi a register of Directors and officers.
() The Register shall contain in respect of each Director, in the case of an individual, its full name at this time and any name formerly residential address, and usually the person (if any) or, in the case of a corporation, the Corporation's full name and address of the registered office and the name of the nominee and his representative authorized in langkawi, if any.
() The Register shall contain in respect of each officer, in the case of an individual, its full name at this time and any name formerly residential address, and usually the person (if any) and, if applicable, the name of a company Langkawi International Yacht 75 entities management for which he was an officer and registered address of the management entity or, in the case of a corporation, the Corporation's full name and address of the registered office of the Corporation.
(4) the register kept by a company shall be open to the inspection of langkawi by any Director, employee or auditor of the company without any charges.
(5) a company langkawi shall lodge with the Registrar — (a) within one month after it incorporated, a statement in the prescribed form containing, in respect of a Director and his Secretary, the particulars required to be indicated in the register;
(b) within one month after the person named in the statement that cease to be a Director or Secretary of the company, a statement in the prescribed form notifying the Registrar about the changeover and contain in respect of each Director or Secretary of the company at the time the particulars required to be indicated in the register and the date of termination of the Director or the Secretary;
(c) within one month after the person becomes a Director or Secretary of the company, a statement in the prescribed form notifying the Registrar of that fact and containing the particulars required to be indicated in the register and the date of the appointment of such person; and (d) within one month after any change in the particulars specified on the Director and Secretary, a notice in the prescribed form notifying the Registrar about the changeover.
(6) in the event of a default by a company in langkawi to comply with any provisions of this section, the company and every officer of the company who is in default commits an offence against this Act.
Penalty: five thousand dollars. Default penalty.
76 laws of Malaysia Act 643 (7) in this section "Introduction" means, in the case of any person to whom issued an identity card, identity card number, and in the case of a person to whom an identity card is not issued, details of a passport or any other identification evidence such as any.
offence against any provision of this act committed by a Director and the Secretary of the 66. If any offence against any provision of this Act has been committed by a management entity acting as a Director or Secretary of a company resident of langkawi, any person that at the time of the offence was a Director or officer of the management entity or purporting to act in any such property, or has in any way or to any extent is responsible for the management of any such entity management affairs , or has assisted in such management, committed such offence.
Chapter 3 meetings and proceedings of members of 67. (1) subject to any limitations or in the memorandum of Association, a Director of a company langkawi meeting members can call the company in such manner and at any time and at any place within or outside the langkawi as it deems necessary or dihasrati by the Director.
() The Director of a company, it's even anything in the Association shall, upon requisition of ten members or more, or member who at the date of requisition on the deposit holds not less than one-tenth the total paid-up capital of the company, immediately take action to call a meeting of members.
The Langkawi International Yacht company 77 () subject to any limitations in the memorandum of Association, or a member shall be deemed to be present at a meeting of members if — (a) he joined by telephone or other electronic means; and (b) all members participating in such meeting can hear each other and can recognize each other's voices, and for this purpose participation shall be prima facie evidence for recognition.
(4) a member may be represented at a meeting of members by a proxy who can speak and vote in his stead.
(5) the following provisions shall apply in respect of the ownership share in association: (a) If two or more persons hold shares in their association, each of them can be present by itself or by proxy at a meeting of the members and can talk as a Member;
(b) if only one of them present on its own or through proxy, he may vote on behalf of them all; and (c) if the two of them or more present on its own or through proxy, they must vote as one.
notice of meeting of members 68. (1) subject to any requirements in the memorandum of association or to give a longer notice, the Director shall give not less than seven days notice of meetings of members to the name at the date of the notice given appears as a member of the register of members referred to in section 76 and entitled to vote at the meeting.
() Notwithstanding subsection (1), but subject to any limitation in the memorandum of association or, at a meeting of members held in contravention of the requirements of 78 laws of Malaysia Act 643 to give notice is valid if members who hold the majority of ninety per cent, or such majority is less than that as stated in the memorandum of association or — (a) of the total number of shares of the company entitled to vote on all matters to be taken into consideration in the meeting; or (b) of the votes of each class or series of shares if a member is entitled to vote thereon as a class or series together with an absolute majority for the remaining votes to waive notice of the meeting, has it; and for this purpose, the presence of a member in the meeting shall be deemed to be a waiver in his place.
() failure that unintentionally directors to provide notice of a meeting to a member, or the fact that a member did not receive the notice, shall not make the meeting is invalid.
quorum, the Chairman, voting, etc., of the 69. (1) except as otherwise provided for in the Association of a company, it's easy if a company has more than one Member, and two or more members present at a meeting of members, the members present shall be a quorum, and at the meeting that — (a) any member appointed by the members can be the Chairman of the meeting; and (b) every Member shall have one vote in respect of each share held by him.
() In a poll made in a meeting, one who is entitled to more than one vote is not necessary, if he voted, using all her vote or removed all votes used in the same way.
() A corporation may, by resolution of its directors or other control bodies — (a) if the Corporation is a member of a company, it's easy to authorise any person Langkawi International Yacht Company 79 as he may deem fit to act as its representative at a meeting of members or in all meetings of the members of the company or of any class of members; or (b) if the Corporation is a creditor, including a holder of debentures of, a company, it's easy to authorise any person as it thinks fit to act as its representative at a meeting of members or in all meetings of any creditor of the company, and a person so authorized shall, in accordance with autoritinya and up to autoritinya cancelled by the Corporation, shall be entitled to carry out , on behalf of the Corporation, the same power as may be exercised by the Corporation if it is an individual Member, the creditor or holder of debentures of, the company.
(4) where — (a) a person who was present at a meeting of members authorized to act as a representative of a corporation in the meeting by virtue of an authority given by the Corporation under subsection (); and (b) that person does not otherwise entitled to attend the meeting, the Corporation shall, for the purposes of subsection (1), be deemed to be present by itself at the meeting.
(5) a certificate under the seal of the Corporation shall be prima facie evidence of appointment or revocation of appointment (as the case may be) a representative pursuant to subsection ().
(6) if — (a) a holding company beneficially entitled to the total issued shares of a subsidiary; or (b) an enterprise has a members only, 80 laws of Malaysia Act 643 and a minute signed by a representative of the holding company authorized pursuant to subsection () or under the single Member stating that any act, matter or thing, or any resolution of the regular or special, required by this Act or by the memorandum of association or the subsidiary to pick , implemented or approved by or stay at an annual general meeting or an extraordinary meeting of the company or subsidiaries have been made, the langkawi implemented or approved, Act, matter, thing or the resolution shall, for all purposes, be deemed to have been made, executed, or duly approved by or at the annual general meeting, or in accordance with the requirements of it, by or in extraordinary meeting of the subsidiary.
the poll by members of 70. (1) except as otherwise provided for in the memorandum of Association of a company or langkawi, all voting shares as a class and each share has one vote.
() The Director of a company langkawi can set the date at a meeting given as the date of record to determine the shares entitled to vote at the meeting.
action through the consent in writing of the Member
71. subject to any restrictions in the memorandum of association or a company, it's an action that can be taken by members at a meeting of members may be taken through a resolution of all members who agree in writing or by telex, telegram, telefax, cable or other written electronic communication, without the need for any notice.
power of court to order the meeting was called 72. (1) If for any reason it is not practical to call a meeting in such a way that the meeting may be called, or to conduct the meeting in the manner prescribed by the Association or of this Act, the Court may, either on its own or on the company usulnya International Yacht Langkawi 81 application for any Director or any member entitled to vote at the meeting or on the application of the personal representatives of any member of the , order that a meeting called, held and conducted in such manner as he thinks fit by the Court, and the Court may give any directions of the incidental or consequential as it thinks expedient.
() any meeting called, held and conducted in accordance with any direction made pursuant to this section shall, for all purposes, be deemed to be a meeting called, held and conducted accordingly.
Special stipulations 73. (1) a resolution shall be a special resolution when the resolution was approved by a majority of not less than three quarters of any member entitled to vote on its own or, if proxies are allowed, by proxy, at a meeting of members of a notice not less than twenty-one days stating the intention to propose the resolution as a special resolution was given accordingly.
() Notwithstanding subsection (1), if approved by a majority of a majority of the members having the right to vote at the meeting, a majority of which together hold at agregatnya no less than seventy-five percent of the total votes of members entitled to vote, a resolution may be proposed and approved as a special resolution at a meeting notice less than twenty-one days have given.
submission of copies of certain agreements and stipulations 74. (1) a copy of every resolution or agreement to which this section applies shall, within fourteen days after the resolution or the agreement made, approved or submitted by the company to the Registrar of the langkawi.
8 laws of Malaysia Act 643 () a copy of every resolution or agreement for the time being in force shall be embodied in or attached to every copy of the memorandum of Association, or prospectus, megikut the case may be, and if varied, released after a resolution is passed or the agreement is made.
() if the Association a company langkawi has not been registered, a copy of every resolution or agreement shall be forwarded to any member on request on payment of any amount (if any) not exceeding the amount specified, as directed by the company.
(4) this section shall apply to — (a) a special resolution;
(b) a resolution agreed by all members of a company, it's namely assessments, if such a dispute shall not be effective for the purposes of the resolution unless it has been approved as a special resolution;
(c) a resolution or agreement has been agreed by all members of the same class of shareholders, namely stipulations that, if such a dispute shall not be effective for the purposes of the resolution unless it has been approved by a particular majority or otherwise in accordance with a certain way; and (d) all resolution or agreement binding on all members of the community with of any class of shareholders either agreed by all members of the class or not.
(5) If a company fails to comply with subsection langkawi (1), the company and every officer of the company who is in default commits an offence against this Act.
Penalty: five thousand dollars. Default penalty.
(6) If a company fails to comply with subsection langkawi () or (), the company and every officer of the company who is in default commits an offence against this Act.
The Langkawi International Yacht company 8 Penalties: fifty dollars for each copy in respect of which default has occurred.
(7) for the purposes of subsection (5) and (6), a liquidator of a company shall be deemed to langkawi as an officer of the company.
75 minutes of proceedings. (1) every company shall cause minutes of langkawi, all proceedings of members and Board meetings are recorded in a book kept for that purpose.
() unless the Registrar otherwise directs, all the minutes book of a company shall be kept at the Office of langkawi registered the company but a duplicate of the minutes book or any one of which can be stored elsewhere and shall be open to inspection without any charges by any member.
Chapter 4 Express members express members of 76. (1) every company shall keep a register of langkawi members and registered in the register of that — (a) the name, nationality and address, and any details and other relevant information, as may be prescribed in the Association, for members, and a statement of the shares held by each Member, with distinguishing each share through the number (if any) or through the number (if any) the certificate, which are the evidence of the holdings of the Member and of the amount paid or agreed as deemed to have been paid up on the shares every Member;
(b) the date that the name of each person was recorded in the register as a Member;
84 laws of Malaysia Act 643 (c) the date that any person who ceases to be a member within seven years previously had cease to be such Member; and (d) the date for every allotment of shares to employees and the number of shares contained in each allotment.
() The register of members shall be prima facie evidence of any matter entered in the register as required or authorized by this Act. () in the event of default in complying with this section by a company of langkawi, the company and every officer of the company who is in default commits an offence against this Act.
Penalty: five thousand dollars. Default penalty.
free express saved 77. (1) unless the Registrar otherwise directs, register of members of a company shall be kept at the langkawi registered office of the company and shall be open for inspection without any charges by any member only.
() Notwithstanding subsection (1), every company langkawi shall, within one month after the first is stored somewhere other than the registered office of the company, lodge with the Registrar notice of the place where the register is kept and shall, within one month after any change in the place where the register is kept, lodge with the Registrar notice of the Exchange.
as a result of default by 78. If Express member stored in places other than the registered office of a company and by reason of any default by the person responsible for such areas as part of the company do not comply with section 77 or any other requirements of this Act concerning the submission of express that, that person shall be liable to the same penalty as if he is an officer of the company who is in default.
The Langkawi International Yacht company 85 Court to correct express 79. (1) where, in respect of a company langkawi — (a) the name of any person, without sufficient reason, recorded in or omitted from the register; or (b) default or delay improper happened in recorded into express the facts about any person who ceases to be a member, the person aggrieved, or any member of the company may apply to the Court to rectify the register, and the Court may reject the application or may direct the rectification of the register and the payment by the company for any damage suffered or incurred by any party to the application.
() upon an application made under subsection (1), the Court may decide — (a) any question relating to the rights or the property of any person who is a party to the application so that its name is recorded in or omitted from the register, whether the question arises between members or alleged members in a party and the langkawi company of the other part; and (b) generally, any question necessary or expedient to be decided for rectification of the register.
() the Court when making an order for rectification of the register shall be through the order directing a notice of correction is submitted to the Registrar.
(4) no such application for rectification of a sign in respect of an entry made in the register of more than thirty years prior to the date of application shall be entertained by the Court.
86 the laws of Malaysia Act 643 5 term of company statements statements of langkawi
80. (1) The Registrar may, as in the case of circumstances deemed necessary by written notice, require a company langkawi to lodge with the Registrar a statement in respect of the company for a certain calendar year.
() The Statement shall contain the particulars prescribed and in accordance with the prescribed form for that purpose or as nearly as circumstances allow him or her, and shall be signed by a Director or Secretary of the company.
() If a company fails to comply with this section of langkawi, the company and every officer of the company who is in default commits an offence against this Act.
Penalties: ten thousand dollars. Default penalty.
Part Vi accounts and audit of Division 1 of the accounts to be kept 81. (1) a company shall cause to be kept langkawi accounting and other records that should be adequately describes transactions and financial position of the company.
() every company langkawi and the directors of the company shall cause the appropriate entries to be made in the accounting and other records of the company within sixty days after the completion of the transaction in relation to the record.
The Langkawi International Yacht company 87 () the accounting and other records and a company of langkawi shall be kept at the registered office of the company or at any other place in langkawi as the Director considers appropriate, and the record shall be at any time is open for inspection by any Director of the company the langkawi and shall be kept in such a way that will allow the record easily and should be audited.
(4) Notwithstanding subsection (), the accounting and other records about the operation of a company outside the langkawi langkawi can be kept by the company in a place outside the langkawi, and shall be sent to and stored somewhere in langkawi any statement and the statement in respect of the business are dealt with in the accounting and other records stored in such a way that will allow that provided profit and loss account and the balance sheet is true and fair and any documents required accompanying it.
(5) if any of the accounting and other records are stored in a place outside the langkawi pursuant to subsection (4), the company shall, if required by the Registrar to submit accounting and the other somewhere in langkawi, comply with the requirements.
(6) the Registrar may, in any particular case, direct that the accounting and other records for a company langkawi open for inspection by an approved auditor acting on behalf of a Director of a company in langkawi, but only when a written undertaking given to the Registrar that the information obtained by the auditors during its inspection shall not be disclosed by him except to the Director.
(7) any Director of a company that does not take langkawi all reasonable steps to ensure that the company complies with the requirements of this section and section 8 and 84 commits an offence against this Act.
account shall be laid before the meeting 82. (1) subject to section 85, Director of a company langkawi shall cause to be laid before the 88 laws of Malaysia Act 643 of the company at a meeting of members of the audited account or accounts not audited, as the case may be, for the company no more than nine months after the date as of which has been made of the audited account or accounts not audited it.
() Notwithstanding subsection (1), a corporation is not required to present the langkawi in the presence of the company at a meeting of members of the audited account or accounts not audited, as the case may be, for the company in the event that the members unanimously resolved that such accounts need not be presented at a meeting of members in respect of each financial year.
() if the default in complying with this section, the langkawi company and every officer of the company is guilty of an offence against this Act.
Penalties: ten thousand dollars. Default penalty.
account sent to 83. A copy of every account audited or unaudited accounts, as the case may be, to be laid before a company in langkawi at a meeting of members together with a copy of the auditor's report on that account (if applicable) shall, not less than seven days before the date of the meeting, sent to all members of the company.
Term 2 Auditors ' audit shall be appointed 84. (1) subject to section 85, Director of a company of langkawi shall, within ninety days after it incorporated, appoint a person or persons as auditors or auditors of the company.
() A company langkawi shall, when it appointed an auditor, submit to the Registrar, within Langkawi International Yacht Company 89 thirty days from the date of appointment of the Auditors, a notice thereof in the prescribed form together with the auditor's written consent.
The auditor is not required in certain circumstances 85. Langkawi a company does not have to appoint an auditor for — (a) the company or a Director, officer, agent or any person on behalf of the company is not issuing an invitation or distribute application forms to the public or any member of the public to subscribe for shares of the company; or (b) a member of the company resolved at meetings of the members of the company that the appointment need not be made in respect of each financial year.
termination and resignation of 86 Auditors. (1) a company may, in langkawi at a meeting members special notice shall have been given to the Auditors and to the Registrar, but not on the other hand, discontinue an auditor from his post, but should be at the meeting in which the auditor is terminated or the Member at a meeting held in a month then appoint an auditor approved to take the place of the auditor's termination takes place.
() An auditor of a company langkawi can, if he instead of a single auditor, resign his Office at any time but a single auditor for a company langkawi can resign his Office at a meeting of members only.
() If an auditor give written notice to the Director of a company langkawi that he intends to resign his Office, the Director shall, as soon as practicable, convene a meeting of members of the company for the purpose of appointing an auditor to replace juruaudityang intends to resign his Office, and when other auditors were appointed the resignation takes effect.
90 laws of Malaysia Act 643 (4) a company langkawi shall, within thirty days of any change of the Auditors of the company, lodge with the Registrar a notice in the prescribed form and the notice shall be accompanied by the written consent of the new auditor.
Auditors ' remuneration for 87. Fees and expenses of an auditor of a company of langkawi, unless required by the Auditor that set by a resolution of the members of the company, can be specified by the Director of the company.
The Auditors may attend meetings of the 88. An auditor of a company langkawi may attend and speak at all meetings of the members of the company.
Rights and obligations of Auditors 89. (1) every auditor of a company of langkawi shall report to members whether, in its opinion, the company's accounts have been prepared with reasonable so as to give a true and fair view of the Affairs of the company.
() every auditor of a company langkawi reserves the right to be provided with a copy of the memorandum and articles of the Association and shall familiarize himself with the terms and conditions contained therein.
Part Vii Arrangement And The Formation Of The Arrangement 90. (1) in this section, "arrangement" means — (a) a reorganisation or restructuring a company langkawi incorporated under this Act;
The Langkawi International Yacht company 91 (b) a merger or consolidation of one company langkawi or more with one or more other langkawi company, if the company continued the consolidated company or it is a company of langkawi;
(c) a separation of two or more business carried out by a company langkawi; or (d) any combination of any of the matters specified in paragraphs (a) to (c).
() Directors of a company may, by a langkawi stipulations by the Director, to approve a plan of arrangement that contains details about the proposed arrangement.
() After the plan of arrangement approved by the Director, the company shall make the langkawi an application to the Court for approval of a proposed plan of arrangement.
(4) the Court may, on an application made under subsection (), make an interim or final order, and in making the order the Court may — (a) determine what notice, if any, concerning arrangements proposed to be given to any person;
(b) determine whether the approval of arrangements proposed by any person shall be obtained and how to obtain the approval;
(c) determine whether any shareholders or the debt obligation in the company may oppose the proposed arrangement and accept payment for the value of its shares or debt obligations;
(d) conduct a hearing and allow any interested persons to attend; and (e) to approve or reject the plan of arrangement as proposed or approves any amendment as directed by him.
(5) if the Court makes an order approving a plan of arrangement, directors of the langkawi, if they are still interested in executing the plan, shall be 9 laws of Malaysia Act 643 confirming plan arrangements as are approved by the Court, whether or not the Court has ordered any amendment made to the plan of arrangement.
(6) Directors of langkawi, after confirming the arrangement plan, shall be — (a) give notice to the person that the Court will notice; and (b) submit the plan of arrangement to that person for approval if required by court order.
(7) after the plan of arrangement was approved by the person from whom approval is required by a court order, the arrangement shall be executed by the company the langkawi and shall include — (a) the arrangement plan;
(b) a court order approving the plan of arrangement; and (c) the manner in which the arrangement plan has been approved, if approval is required by a court order.
(8) any arrangements must be submitted to the Registrar who shall store and mendaftarkannya in the register.
(9) when an arrangement is registered, the Registrar shall issue a certificate of stipulated and seal that certifies that the matter of arrangement has been registered.
(10) a certificate of arrangement issued by the Registrar under subsection (9) shall be prima facie evidence of compliance with all the requirements of this Act with respect to the arrangement.
(11) an arrangement shall become effective from the date the item is registered by the Registrar or arrangements on a date then, which date shall be not more than thirty days from the date the item is registered with the Registrar of the arrangements, as set out in the arrangement.
The Langkawi International Yacht company 9 regulations in respect of take-overs and mergers 91. the Minister may make regulations to supervise and control the acquisition and merger transactions.
Part Viii of the foreign application and Company langkawi 92 interpretations. (1) this section applies for a foreign company only if the company has a place of business or doing business in langkawi and not registered under the companies Act 1965.
() In this part, the expression "doing business in langkawi" means doing business with respect to activities relating to the yacht in, from or through the langkawi.
() Notwithstanding subsection (1), a foreign company can not be calculated langkawi as doing business in langkawi just by virtue of the fact that in langkawi, the company — (a) is or becomes a party to any action or suit or any administrative proceedings or arbitration proceedings or any claim or dispute; or (b) to carry out a transaction separate disolisit settled within thirty-one days, instead of one of a number of such transactions that are repeated more than twice.
langkawi 93 foreign company registration. (1) a foreign company cannot have a place of business or doing business in langkawi unless it is registered as a company in langkawi 94 laws of Malaysia Act 643 foreign under this section, and a foreign company that acts and every officer of the company which allows the foreign company to act in contravention of this subsection commits an offence against this Act.
() every foreign company shall, before establishing a place of business or doing business in langkawi, deliver to the Registrar for registration — (a) a certified copy of its incorporation or registration certificate at the place where it is incorporated or in its original place, or a document of such effects;
(b) a certified copy of the Charter, statutes or memorandum and articles of the Association or other instruments became or determine the Constitution of the company;
(c) a list of Directors and officers which contain such details in respect of the directors of the company as contained in the register of Directors and officers of a company of langkawi under section 65;
(d) if the list referred to in paragraph (c) includes directors residing in langkawi is a member of the Board of Directors of local, a duly executed memorandum by or on behalf of the foreign company langkawi stating the power of the Director of the local;
(e) a memorandum of appointment or power of Attorney must be under seal or the foreign langkawi executed on behalf of the company in such a way that bind the company and, in any of it, which is verified in the prescribed manner, stating the name and address of a management entity authorized to accept on his behalf service of process and any notices required to be served on the company; and Langkawi International Yacht Company 95 (f) a statutory declaration in the prescribed form made by an officer of the management entities, and the Registrar may, on payment of the prescribed fee, and subject to this Act and any conditions that may be imposed by it, register the company under this part as a company foreign langkawi by registering the document.
() The Registrar shall issue a certificate in the prescribed form in respect of every registration of a foreign company, and langkawi such certificate shall be conclusive evidence that the requirements of registration have been complied with.
(4) If a memorandum of appointment or power of Attorney submitted to the Registrar in accordance with paragraph () (e) was executed by a person on behalf of a foreign company in langkawi, a copy of the deed or document through it the person authorised to complete a memorandum of appointment or power of Attorney that, which is verified through the statutory declaration in the prescribed manner, shall be submitted to the Registrar and a copy thereof shall for all purposes is calculated as the original.
(5) an alien shall pay company langkawi a annual fee of such amount as may be prescribed not later than thirty days from 1 January of each calendar year.
prohibition of and restrictions on foreign companies langkawi 94. Langkawi a company foreign cannot run any business in langkawi langkawi are prohibited from running a company.
langkawi foreign registered Office 95. every company shall foreign langkawi at any time has a registered office at the Office, it was the main Office of a management entity.
96 laws of Malaysia Act 643 statement shall be submitted when the documents, etc., modified 96. (1) in the event of any change or changes made in — (a) the Charter, statutes, memorandum of association or a company foreign or langkawi instrument that relates to the company, which is submitted to the Registrar;
(b) the Director of a company foreign or in the name of langkawi or address any Director;
(c) the address of the registered office of a foreign company in the place of its incorporation of langkawi or place;
(d) the name of a company foreign langkawi;
(e) the authority of any Director who is resident in langkawi is a member of the Board of Directors of a company foreign local langkawi; or (f) the management entity or the name or address of the management entities referred to in paragraph 9 () (e), the foreign company langkawi shall, within one month after the change or Exchange, deliver to the Registrar the particulars of the change or Exchange, and any documents required by the regulations.
() upon receipt of the details mentioned earlier regarding the Exchange or the changes, the Registrar shall, subject to this Act, register the change or changes it.
() upon delivery to the Registrar particulars of any change or changes on the name of a company foreign langkawi referred to in paragraph (1) (d), the Registrar shall issue a certificate in the prescribed form stipulated and sealed, and such certificate shall be prima facie evidence in all courts of Exchange and changes to the company name.
The Langkawi International Yacht company 97 (4) where a company foreign add or reduce langkawi share capital authorised, the company shall, within thirty days after such an Exchange, deliver to the Registrar notice of the amount of it and to whom it has been modified in such a way.
(5) where a company has no foreign langkawi share capital increase the number of its members beyond the registered number, it shall, within thirty days after the addition of the disconnected or happen, lodge with the Registrar notice of addition.
delivery to the company of foreign langkawi 97. any process or document required to be served on a company adequately communicated foreign langkawi if process or document addressed to the company the and left foreign langkawi or sent by post to the registered office in langkawi, but — (a) if at any time the registered office mentioned no longer exist; or (b) If for any other reason the delivery process or notice cannot be executed, the document may be served on the company by leaving it at, or send it by post to, any place of business established by the company at the langkawi, or, if no such place of business has been established, the document may be served on the company by registered post to any place of business of the company in the country the company is incorporated.
cessation of business at 98. If a company has a halt foreign langkawi business place or doing business in langkawi, the company shall, within thirty days after the company halted so, lodge with the Registrar notice of the fact, and from the day the notice is submitted so, the obligation to submit any document (which is 98 laws of Malaysia Act 643 instead of a document that should be submitted before that day) to the Registrar shall cease to , and the Registrar shall immediately cancel the foreign company name langkawi from Express.
pelikuidasian or liquidation of the company's place of incorporation of langkawi or place of origin of 99. (1) where a foreign dilikuidasikan or company langkawi dissolved at the place of its incorporation or in the place — (a) the management entities shall, within one month after the start of the pelikuidasian or dissolution or within such further time as the Registrar may in special circumstances allow, deliver or cause to be surrendered to the Registrar notice of the facts and, if a liquidator is appointed, a notice of the appointment;
(b) the Registrar shall, after receiving the notice, forthwith appoint a liquidator and, until the winding up of the Affairs of the company at the langkawi langkawi foreign companies is completed, it shall be deemed to continue to exist in langkawi; and (c) the Court shall be deemed to have ordered that the company is wound up.
() A liquidator appointed by the Registrar shall obtain all the assets of the foreign company located in langkawi or possible back in langkawi and shall, in doing so, has all the powers of a liquidator of the company someone langkawi.
() Before paying or transferring title to a foreign liquidator for a foreign company in the place it's langkawi formed or incorporated any assets found in langkawi, a liquidator appointed by the Registrar shall — (a) to pay to the Registrar all penalties, costs, fees and charges due and owing;
(b) pay the amount of all taxes payable under the income tax Act 1967 [Act 53]; and Langkawi International Yacht Company 99 (c) pay to any person residing in langkawi to which, at the time of appointment of liquidator in langkawi, any bona fide debts incurred by a company in respect of the supply of langkawi foreign services to or for the foreign company langkawi due, the amount of such debt, and any penalties, costs, fees, charges, taxes and such debt shall be a charge on the assets of the foreign company langkawi staged after the cost of a liquidator appointed by the The Registrar but have priority of any charge whatsoever and claims the rest.
(4) the provisions of part X of the companies Act 1965 relating to the cancellation of the express company name that does not work shall apply mutatis mutandis to a foreign company in langkawi.
langkawi 100 foreign companies name. (1) except with the consent of the Minister, a foreign company cannot be registered langkawi with a name which in the opinion of the Registrar are unwanted or name is a name, or includes a name, which is of the type that the Registrar is not otherwise willing to accept for registration.
() If a foreign registered company langkawi, whether by mistake or otherwise, with a name on it, it should not be registered, the Registrar may, after giving notice of thirty days notice to the company that requires foreign langkawi the company change its name, cancel the company from the register where the company is in default of the requirements.
() no foreign company can use the langkawi, langkawi or elsewhere, in respect of the actions that have been made or will be made, it's any name other than the name which the company has been registered under this section, and every company langkawi foreign and every officer of the company with disedarinya to authorize or allow the default commits an offence against this Act.
100 laws of Malaysia Act 643 foreign 101 company statements of langkawi. (1) a company shall make a foreign langkawi statement in respect of the company for every calendar year.
() The Statement shall contain the particulars prescribed and in accordance with the prescribed form for that purpose or as nearly to it as circumstances allow.
() The Registrar may, as in the case of circumstances deemed necessary by written notice, require a company foreign to langkawi lodge with the Registrar a statement in respect of the company for a certain calendar year.
Part iX authorisation Management entity entity management 102. subject to such terms and conditions as he thinks fit to impose, the Minister may authorise any corporation to be a management entity for the purpose of acting on behalf of a company or foreign company langkawi langkawi pursuant to the provisions of this Act.
revocation of authorisation of 103. the Minister may cancel an authorization given under section 10 if the management entity — (a) has violated the provisions of any of the terms, conditions, restrictions or limitations as may be specified in the authorisation; or (b) has been convicted of an offence under this Act or a criminal offence in malaysia or in any other country or jurisdiction.
The Langkawi International Yacht company 101 part X Miscellaneous receipts and winding up 104. (1) the provisions of part Viii and X of the companies Act 1965 (as far as it is in relation to a company limited through shares) shall apply for acceptance and the winding up of a company, it's subject to any modifications which the Minister may make by order, and in particular the reference to a "company" shall be considered as references to a company in langkawi.
() methods of the companies (winding-up) 197 [P.U. (A) 289/1972] shall also apply to the winding up of a company, it's subject to any modifications which the Minister may make by order, and in particular the reference to a "company" shall be considered as references to a company in langkawi.
() In this section, "modifications" includes amendment, adaptation, alteration, variation, addition, Division, replacement or exceptions.
delivery of documents to the company langkawi 105. any document may be delivered to a company in langkawi with leaving it at, or send it by post to, the registered office of the company, or if the registered office of the company cease to exist, the document may be served by leaving it at or send it by post to any place of business established by the company in langkawi.
transfer of title from langkawi 106. (1) a company shall, on langkawi obtained approval from the Registrar and within two months from the date on which the approval is given, apply to the appropriate officials from other countries or a jurisdiction in the country, which according to lawmakers of such transfer is allowed, for an instrument which 10 laws of Malaysia Act 643 transferred the company as if the company was incorporated under the laws of the State or other jurisdiction that , and at the date of the transfer instrument, the company shall, subject to the provisions of this section, be a company under the laws of the country or jurisdiction and didomisilkan in the country or jurisdiction.
() A company langkawi cannot apply to the Registrar for approval under subsection (1) unless — (a) the application is allowed — (i) if the company has a share capital, by the holders of not less than three quarters of the shares of each class;
(ii) by the holders of not less than three-fourths of the debentures of the company (if any) of each class; and (iii) by all the directors of the company; and
(b) the company not less than thirty days before applying to the Registrar for such approval, has publish a notice in the newspapers which are generally distributed in langkawi on his intention to make the application, and an application cannot be accepted unless the application is accompanied by an affidavit to be taken the oath by a Director of the company stating — (c) the name and address of the creditor of the company and the total amount of keterhutangannya to the creditor; and (d) a statement that carries the impression that the proposed transfer of your domicile will not harm the rights or interests that should any member of the company, the holders of the debentures or creditor of the company.
() The Registrar can not give his approval to a company applying for langkawi moved to Langkawi International Yacht Company 10 country or other jurisdiction unless he is satisfied that — (a) the requirements of subsection () has been complied with; and (b) the company has to comply with any provisions of this Act have been complied with by the company, and the Registrar may give his approval upon such conditions as he may deem necessary to preserve the rights and interests that should any member of the debenture holders or creditors, of the company or of any class of members, holders of debentures or of such creditors and when the company to take such steps as may be deemed necessary by the Registrar for meremedikan any failure to comply with any provision of this Act.
(4) when an instrument that moves the company into the country or other jurisdiction has been executed by the appropriate officer in the country or other jurisdiction, the company shall immediately inform the Registrar about the details and the company shall be deemed to cease to be a company incorporated in langkawi from the date of his transfer to another country or jurisdiction that comes into operation and the Registrar shall cut the company name from express : provided that nothing in this subsection may take or touch the jurisdiction of any court (either the High Court or otherwise) to hear and resolve any proceedings instituted in the Court by or against the company before the company ceased to be a company incorporated in langkawi.
(5) If a company langkawi tell the Registrar under subsection (4) that an instrument that moves the company into the country or other jurisdiction has been executed by the appropriate officers of the country or other jurisdiction and the notification was false, then, even though the Registrar has cut the company name from the register pursuant to subsection that — (a) the liability (if any) any officer or employee of the company shall continue and may be enforced as such still-by company registered under This Act; and 104 laws of Malaysia Act 643 (b) the company may be wound up in accordance with the provisions of this act as if the company still registered under this Act.
cost of proceedings before the Court 107. the Court may, in respect of any proceedings before him under this Act, at its sole discretion, direct that the costs of a party paid in any amount and by any other person as he considers fair.
A guarantee for costs of 108. If a company langkawi is the plaintiff in any action or legal proceeding to another, the Court may, at any time, require adequate guarantees given to the cost and the Court may suspend all proceedings until the guarantee is given.
disposal of shares a shareholder not known where is 109. (1) if upon the exercise of reasonable endeavours, a company langkawi could not find out where beradanya a registered shareholder for a period not less than ten years, the company may cause a notice to be published in a daily newspaper circulated in the place shown in the register of members as the shareholder address stating that the shares, after the expiration of one month from the date of the notice , can be dilucuthakkan to the Registrar.
() if upon the expiry of one month from the date of a notice under subsection (1), a place where the shareholder is not yet known, the company can transfer the shares held by the shareholder in the company to the Registrar and for that purpose may execute for and on behalf of the owner of the shares of the share transfer to the Registrar; and those who share has dilucuthakkan it shall cease to be a member in respect of the shares that have the dilucuthakkan, but should be, although the forfeiture, still have to pay to the company all Langkawi International Yacht Company 105 money which, at the date of the forfeiture, due from him to the company in respect of the share, but its liability shall cease if and when the company received payment in full for all monies in respect of the shares.
The power to give relief 110. (1) in any proceedings for negligence, default, breach of duty, or breach of trust against a person to whom this section applies, if it appears to the Court before which the proceedings are taken that the person is or may be liable in respect of negligence, default, breach of duty or breach of trust, but he has acted honestly and reasonably and that, having regard to all circumstances of the case including the circumstances related to his appointment , he should be fairly excused for negligence, default, breach of duty or breach of trust, the Court may discharge him either wholly or in part of the liabilities on such terms as may be thought fit by the Court.
() if any person to whom this section applies has reason to understand 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 to obtain relief, and the Court shall have the same power to provide relief to him under this section as the Court will have if the Court is the Court before which proceedings against him for negligence , default, breach of duty or breach of trust were brought.
() the person to whom this section applies are — (a) an officer of a company of langkawi;
(b) a person employed by a company in langkawi as auditor, whether such person is an officer of the company or not;
(c) an expert within the meaning of this Act; and (d) all persons, including receiver and Manager or liquidator, appointed or directed by the Court 106 laws of Malaysia Act 643 or the Registrar to carry out the obligations under this Act in relation to a company in langkawi.
Irregularities in the proceedings 111. (1) there are any proceedings under this Act may not be valid by omission, defect, error, irregularity or deficiency notice or time unless the Court is of the opinion that substantial injustice has been or can be caused by omission, defects, errors, irregularities or lack of it that cannot be diremedikan by any order of the Court and the Court may, if it thinks fit, make an order or orders declare that such proceedings are valid despite any omission , defects, errors, irregularities or lack of same.
() without prejudice to the generality of subsection (1) or any other provision of this Act, where any omissions, defects, errors, irregularities or deficiencies, including the lack of a quorum in any company meeting the langkawi, has occurred in the management or administration of a company langkawi by them any breach of the provisions of this Act has occurred, or by them have defaults in compliance with the memorandum of association or the company , or by them of any proceedings in or in connection with any meeting or be made meetings were not effective, including failure to make or submit any declaration of solvency, the Court — (a) may, either on its own or on usulnya an application submitted by any interested person, make any order or instructions as he may deem appropriate to correct or corrected or make negative or modify or cause to be negative or to adapt to the consequences in law omission , defects, errors, irregularities or lack of it, or to verify any act, matter or thing made invalid by or resulting from any omissions, defects, errors, irregularities or lack of it;
The Langkawi International Yacht company 107 (b) shall, before making any such orders or directions, his satisfaction that such orders or directions will not cause injustice to the company or to any member or creditor of the company, or any other person;
(c) if any such order or direction is made, may give any direction incidental or consequential as it may deem appropriate; and
(d) may determine the notice or summons to be given to others about the intention to make any such application or intention to make any such order or instruction and whether it should be advertised in any newspapers.
() for the purposes of subsection (), "meeting", in relation to a company in langkawi, including — (a) a meeting of the company;
(b) a meeting of any class of members of the company;
(c) a meeting of the debenture holders or any class of holders of debentures of the company;
(d) a meeting of the directors of the company or any of the Directors Committee; and (e) a meeting of the creditors or any class of creditors of the company.
(4) the Court, whether the company is in the process of wound or not, can extend or shorten any time for doing any act or taking any proceedings permitted or restricted by this Act or the regulations on such terms, if any, as the justice in that case requires, and any such extension may be ordered even if an application for extension is not made until after the time initially allowed or restricted.
108 the laws of Malaysia Act 643 Translations instrument 112. (1) where under this Act a company or foreign company langkawi langkawi is required to lodge with the Registrar a written instrument, certificate, contract or document or a certified copy thereof and instrument, certificate, contract, document or certified copy thereof is not written in the national language or in English, the company shall deliver at the same time to the Registrar a certified translation thereof in the national language or in English.
() if under this Act a company or foreign company langkawi langkawi shall provide for public inspection any instrument, contract, certificate or document and it is not written in the national language or in English, the company shall keep at the registered office at the langkawi a certified translation thereof in the national language or in English.
() if any of the accounts, books or other records of a company or foreign company langkawi langkawi required to be kept under this Act shall not be stored in the national language or English, a Director of the company shall cause a true translation in the national language or English for the account, the minutes book and other records is made from time to time at lat intervals not exceeding seven days and shall cause such translations are stored with the account , a book of minutes and other records as long as the original account, the minutes book and other records that the original is required to be kept under this Act.
Dividend payable from profits only 113. (1) no any dividend can be paid to any holder of shares of any company except langkawi from profit.
() every Director of a company langkawi with sengajanya pay or allow paid any dividends out of anything disedarinya non-profit commits an offence against this Act.
The Langkawi International Yacht company 109 use of the word "Corporation", etc.
114. every person who carries on business in langkawi under any name or title that contains the word or words "berhad", "Corporation", "incorporated", "limited", "Societe anonyme", "Sociedad anonima", "aktiengesellschaft", "Vennotschap", "naamloze Company Limited" or any word or words in the national language of any country that gives the meaning of a joint stock company limited through the share, or any abbreviation of the words shall, unless it is a company of langkawi langkawi company incorporated or registered foreign accordingly under this Act, a domestic company or body incorporated, be guilty of an offence against this Act.
Penalties am 115. (1) a person who — (a) do any thing which by or under this Act prohibited him to do;
(b) not doing any thing by or under this act he is required or directed to do; or (c) otherwise violates or fails to comply with any provision of this Act, be guilty of an offence against this Act.
() A person guilty of an offence against this Act shall on conviction be liable to a penalty expressly provided for that offence, or if the penalty is not expressly provided, be liable to a fine not exceeding ten thousand ringgit.
() The penalties, in the money or otherwise, set out in, or at the bottom, any section or portion of a section of this Act, shall indicate that the offence is punishable on conviction by a penalty not exceeding the penalty stated it, and if the penalty expressly mentioned as used for a portion of that section only, it shall apply to that part only.
110 laws of Malaysia Act 643 default Penalty 116. (1) where in or on the bottom of any section or part of a section of this Act there is a phrase "default Penalty", it should be pointed out that any person who is convicted of an offence against this Act in relation to the section or sections that section further commits an offence against this Act if the offence continues after her conviction and may be subject to an additional penalty for each day the offence continued its recoverable amount not exceeding the amount specified in section or part of that section as the amount of the penalty for default or, if an amount is not specified, the lesser amount not exceeding ten thousand ringgit.
() if any offence is committed by a person by reason of the failure to comply with any provision of this Act or that underneath he is required or directed to do any matter within a given period, the offence, for the purpose of subsection (1), shall be deemed to be continuous as long as required or directed to be done by him has not been done, although the period has expired.
() for the purposes of any provision of this Act which provides that an officer of a company of langkawi, langkawi company or foreign company a guarantor who in default commits an offence against this Act or may be subject to a penalty, the expression "officer who is in default" or any similar expression means any officer of the company with disedarinya and willfully — (a) commits the offence; or (b) authorize or permit the offence committed.
Prosecution 117. No prosecution for an offence under this Act shall be instituted except by or with the written consent of the public prosecutor.
The Langkawi International Yacht company 111 118 compounding of offences. (1) the Registrar may, with the consent of the public prosecutor, compound any offence committed by any person against this Act or the regulations and prescribed by the Minister as an offence that can be is compounded in the regulations by making an offer in writing to the person who is reasonably suspected to have committed the offence to mengkompaunkan them on payment to the Registrar of an amount not exceeding fifty per cent of the amount of the maximum fine for the offence in the time as specified in the offer.
() An offer under subsection (1) may be made at any time after the offence committed but before any prosecution for the offence has been started, and if the amount specified in the offer is not paid within the time as specified in the offer, or within such extended period as may be given by the Registrar, a prosecution for the offence may be commenced at any time after that to the person to whom the offer is made.
() If an offence has is compounded under subsection (1), no prosecution shall be instituted in respect of the offence against a person to whom an offer to compound is made.
Procedure where not specified 119. In the event of any action or measures are required or permitted to be done or taken under this Act and nothing prescribed form or procedure specified in either this Act or the regulations, an application may be made to the Registrar for directions about the manner in which action or steps that can be done or taken, and any act or move made or taken in accordance with the instructions shall render the implementation of valid action or the move.
11 laws of Malaysia Act 643 120 regulations. (1) the Minister may from time to time make regulations for prescribing all matters and things required or permitted under this Act to be prescribed or provided for, or as are necessary or expedient for carrying out or giving effect to the provisions of this Act.
() without prejudice to the generality of subsection (1), regulations may be made to fix — (a) forms to be used for the purposes of this Act and the matters specified in the form;
(b) the form of the application and any other notice under this Act;
(c) fees and charges payable under this Act and the penalties for late payment, or delegate authority to set fees, charges and penalties to a specified person or body;
(d) the methods of accounting and other records required to be made or kept under this Act to be made or stored, and the Declaration, reports, appendices, schedules or the items that should be included with or attached to the accounting records or other records;
(e) an offence that can be is compounded and the procedures for the compounding of offences; and (f) any other matter that is expedient or necessary for the purposes of this Act.
Prohibition by the Minister 11. (1) the Minister may without giving reasons therefor, issue, by notification in the Gazette, the directions of the Minister that — (a) prohibit the initial incorporation of any company langkawi or classes of company;
(b) prohibit the initial enrollment of a foreign company langkawi; or international yacht Company Langkawi 11 (c) directing any company langkawi so cease conducts business or some of its business either immediately or within the time frame as specified in the instructions.
() A direction made under this section may be revoked or varied by the Minister.
Confidentiality of 122. (1) all proceedings (other criminal proceedings) relating to any company langkawi langkawi company or foreign initiated in any court, whether under the provisions of this Act or solely for the purpose of determining the rights or obligations of an officer, employee or holder of debentures, and any appeal on the proceedings, shall, unless the court orders otherwise, be heard in camera and does not have any details about the proceedings for publication by any person without the leave of the Court.
() if — (a) in any proceedings for the winding up of a company of langkawi, the Court is satisfied that the company or any officer of the company fails to comply with any provision of this Act; or (b) a company langkawi or any officer of the company has been convicted by a court for any offence under this Act, the Court may, if it thinks fit, order that the records, books and registers the company and entries in the register and the Registrar in relation to the company is open to the public for inspection.
() A person who, in respect of any company langkawi, in addition for the purposes of the administration of this Act or conduct business of the company at the langkawi or elsewhere — (a) discloses;
(b) a try, offering or threatening to disclose; or 114 laws of Malaysia Act 643 (c) induce or attempt to induce any other person to disclose, any information related to or touch — (d) holdings of shares in, or ownership of the beneficiaries, any share or shares of the company;
(e) the management of the company; and (f) any transaction or business affairs, finance or other such companies, be guilty of an offence against this Act.
(4) there is nothing whatsoever in this section shall prevent any court from exercising its discretion to require any person to produce any document or give any evidence in any proceedings before the Court in connection with the proceedings.
123. exemption authority the Minister may, on the recommendation of the Registrar, when an application is made in writing, exempt any company langkawi langkawi company or foreign, or any person or class of persons, or classes of company langkawi langkawi or from any provision of this Act and may, in granting the exemption, impose such terms and conditions as the Minister considers appropriate.
Cancellation fees, penalties and 124. (1) a company shall pay to the Registrar of the langkawi annual fee due at the date of payment of the annual fee.
() If a company fails to pay the annual fee of langkawi referred to in subsection (1) on or before the expiration of the period of six months from the date of payment of the annual fee, there shall be payable in addition to the annual fee is an amount equal to fifty per cent of the annual fee.
The Langkawi International Yacht company 115 () If a company fails to pay the annual fee of langkawi and additional amount specified in subsection () on or before the expiration of the period of one month from the date of expiration of the period of six months specified in subsection (), the Registrar may after the expiration of a period of one month send to the Company Secretary of the langkawi a written notice that the name of the company shall be cancelled from the langkawi Express if the annual fees and the amount specified in subsection () is not paid within one month from the the date of the notice or of any extended period as permitted by the Registrar.
(4) if the company fails to pay the langkawi annual fee and an additional amount specified in subsection () within one month from the date of the notice or such further period as may be allowed by the Registrar under subsection (), the Registrar may revoke the name of the company the langkawi from Express.
(5) Although the company name has been cancelled from the langkawi express under this section, the company of the langkawi remains liable for all claims, debts, liabilities and obligations of the company the langkawi, and such revocation shall not affect the liability of any Member, Director, officer or agent under this Act or any other law.
(6) the cancellation of the name a company langkawi from the register under this section is not affected by any failure on the part of the Registrar to deliver a notice to the Secretary or to publish a notice in the Gazette.
(7) subsection () to (5) shall not apply to an enterprise that is in the process of langkawi, winding up and dissolution.
the company cancelled liable for fees, etc.
125. A company langkawi incorporated under this Act shall continue to be liable for all fees, including annual fees and penalties payable under this Act, including an extra amount as specified in subsection 14 (), although the company's name has been cancelled from the langkawi express; and so, including annual fees and penalties, shall be given priority of all other claims against the company's assets the langkawi.
116 the laws of Malaysia Act 643 Fees payable to the Registrar of 126. The Registrar may refuse to take any action required by him under this Act for which a fee is set until all fees have been paid.
the effect of cancellation of 127. (1) if the name of a company has been cancelled from the express langkawi, langkawi, and company director, Member, liquidator and receiver of the company, may not — (a) commence any legal proceedings, to carry out any business or in any way deal with the assets of the company the langkawi;
(b) defend any legal proceedings, to make any claim or claim any right to, or on behalf of, the company the langkawi; or (c) Act in any way in respect of the Affairs of the company the langkawi.
() Notwithstanding subsection (1), if the company name has been revoked from the langkawi express langkawi, the company, or a Director, Member, liquidator or receiver of the company, may — (a) apply to the Registrar that the company langkawi is registered again;
(b) continued to defend the proceedings have been instituted against the company the langkawi before the date of the cancellation; and (c) continue to undertake legal proceedings that have been initiated on behalf of langkawi is prior to the date of cancellation.
() the fact that the company's name has been revoked from the langkawi express did not stop — (a) the company the langkawi from liable;
(b) any creditors from making a claim against the company and continue the langkawi claim up to judgment or execution; or international yacht Company Langkawi 117 (c) the appointment by the Court an official liquidator for langkawi under part Viii and X of the companies Act 1965, as far as it is in relation to a company which is restricted through langkawi share.
118 laws of Malaysia Act 643 Table [section 5] Power Company langkawi 1. to run any business, other than a business that is prohibited by this Act or rules from running, which in the opinion of the company can be easily entered or calculated can, directly or indirectly, adding value or make lucky any property or rights of the company.
. to make or become a party to any transaction or document.
. to acquire, hold, dispose of or deal with any information or any kind of rights or property.
4. to acquire, hold, dispose of or deal with the whole or any part of the undertaking of any company, association or other business.
5. to dispose of or otherwise deal with the whole or any part of the undertaking or business.
6. to assume any duties, obligations or liabilities.
7. to acquire any right or interest.
8. to prepare or obtain the provision of any service.
9. to lend and borrow.
10. to obtain such ratification or registration in any place outside the langkawi.
11. to create and delete the l iabil i t i and rights and interests.
1. issue of shares and debentures, and to take the shares and debentures and to redeem and melucuthakkan shares and debentures that.
1. to employ or retain persons in and with respect to the company's business or the business of any company or other person.
14. to indemnify and guarantee and to obtain indemnity and guarantee.
15. to take all types of insurance either on the property or rights of the company or not.
The Langkawi International Yacht company 119 16. to sponsor any other companies.
17. to give gifts, donations and wages can be made legally binding by law, whether the gift, donation or wages that is for the purpose of developing the business of the company or not.
18. By way of solution or business or other disposal, to give rights to someone who is not a member of the company to share in the whole or any part of the revenue or profit the company set aside a member of the company, provided that the exercise of such power there is no delegation of any revenue or profit that can be made according to the settlement, disposal or other business that exceed the amount which reasonably can be divided as dividends or that should be returned as surplus capital to some or all members of the company.
19. to make any thing that the company can make in associated with any others and as principal or agent or as trustee or for the benefit of the company itself.
0. to sponsor any other businesses.
1. to make all things thing incidental to or beneficial for the exercise of the powers of the company.
. to make all other objects that are not prohibited by or under this Act or the regulations.
10 laws of Malaysia Act 643 laws of Malaysia Act 643 companies act langkawi International Yacht 2005 List Amendment law short title force amend from — no — Langkawi International Yacht Company 11 laws of Malaysia Act 643 companies act langkawi International Yacht 2005 List Section amended Section power amend with effect from — no —
