Labuan Companies Act 1990

Original Language Title: Labuan Companies Act 1990

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BM (1-50) laws of MALAYSIA Act REPRINTING 441 OFFSHORE COMPANIES ACT 1990 Contains 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 4412 OFFSHORE COMPANIES ACT 1990 Royal Assent Date.................. 22 August 1990 date of publication in the Gazette............ August 30, 1990 REPRINT BEFORE Reprinting the first............... 2001 the company Offshore 3 laws of MALAYSIA Act 441 OFFSHORE COMPANIES ACT 1990 ARRANGEMENT of SECTIONS part I preliminary section 1. Short title 2. Interpretation 3. Definition of subsidiary and holding company 4. The company relevant 5. Disapplication of the companies Act 1965 6. Resident who commits any act under this Act be deemed to be non-residents 7. Meaning that allowed for incorporation PART II ADMINISTRATION ACT 8. Registrar Of Companies 9. The surrender document No.9A. The submission or filing of documents electronically a 9B. The value of the evidence document submitted or filed electronically 9 c. The original copy shall be kept at the Office of trust companies 10. Approved Auditors 11. Auditors of the company 12. Liquidator approved 13. Express the laws of Malaysia ACT 4414 PART III the ESTABLISHMENT of TERM 1 INCORPORATION of section 14. The formation of the company 15. Registration and incorporation of 16. Application for registration of a foreign company as continued to exist in Labuan 17. Previous approvals in principle 18. The requirements of memorandum of CHAPTER 2 STATUS and NAME 19. Power company 20. Ultra vires transaction 21. Offshore company name 22. Change of name 23. Association 24. Alteration of memorandum or article 25. A copy of the memorandum and article 26. Transactions and the establishment of branch 27. Prohibition against the conduct of the company's offshore business when there are members of PART IV shares, DEBENTURES and CHARGES CHAPTER 1 PROSPECTUS 28. Restrictions on investment from public invitation 29. Invitation to the public 30. The requirements of the issuing application forms for shares in or debentures of the company prospectus 5 31 Offshore. Invitation to the public to lend money to or depositing money with an offshore company or offshore foreign company 32. The approval of the Registrar, or compliance with regulations, with respect to the issuance of a prospectus 33. 34 ad. Storage request buy excess in issue debentures 35. Registration of prospectus 36. Documents containing the offer shares deemed to be a propektus 37. Expert consensus on the production of the prospectus containing statement by him 38. Civil liability due to erroneous statement in the prospectus 39. Criminal liability because of a mistaken statement in the prospectus CHAPTER 2 RESTRICTIONS on ALLOTMENT 40. Trust companies as agents in public 41. Prohibition of allotment unless minimum payment received 42. Money application should be held on trust until TERM 3 SHARE allotment made 43. Statement on the allotment 44. 45 calls. Liability reserve 46. 47. share premium account Power issue shares, and voting rights 48. Mengurusniagakan offshore company's own share, etc.
49. Pengkenselan shares of the company's earnings by 50 offshore. Issue shares with a discount of 51. Variation of share capital of 52. Confirmation of the issued shares with should not be Section laws of Malaysia ACT 4416 53. Special resolution for reduction of share capital of 54. Rights holders of preference shares must be stated in article 55. Redeemable preference shares DEBENTURES of Division 4 of 56. Interpretation of 57. The power to issue debentures 58. Offshore company shall maintain the register of holders of debentures of 59. Debenture lasting 60. The issuance of the debentures were redeemed 61. Trustee for holders of debentures of 62. Duty of trustee 63. Obligations of the directors of the borrower is 64. The company's obligation to provide information penggerenti 65. Loan and deposit shall be refunded immediately upon the occurrence of certain INTERESTS in ADDITION to CHAPTER 5 SHARES, debentures, etc.
66. The interpretation of 67. The deed approved 68. Approval of the deed of 69. Interest shall be published by the company offshore or foreign offshore companies only 70. Statement shall be issued 71. No publication without the deed approved 72. Express stakeholders 73. Penalties for violations of the Terms, etc.
74. The winding up of a scheme, etc.
75. The liabilities of the Trustees of the company's Offshore Section 7 CHAPTER 6 OWNERSHIP and TRANSFER Section 76. Type 77 shares. Number 78 shares. Certificate shall be evidence of the ownership of 79. The offshore company can have seal shares 80. Instrument of transfer, and the transfer by personal representatives of 81. The company's obligations on the offshore production certificate CHAPTER 7 EXPRESS CHARGES 82. Disapplication Of Chapter 83. Express charge 84. Notice regarding the establishment and settlement of charges part V MANAGEMENT and ADMINISTRATION OFFICE and the NAME of the TERM 1 85. The registered office of the company's offshore 86. The name should be displayed in all offices and found on seals, letters, etc.
TERM 2 DIRECTORS and OFFICERS 87. Director of 88. Consent to act as Director of 89. Validity of acts of Directors 90. Power of Registrar to prevent people from managing offshore company laws of Malaysia ACT 4418 91. Disclosure of interest in contract, property, position, etc.
92. The duties and liability of officers 93. Secretary of 94. Register of Directors and Secretaries 94A. Offence against any provision of this act committed by a Director and the Secretary of the MEETING and TERM 3 95 PROCEEDINGS. Meeting of members 96. Notice of meeting of members 97. Quorum, the Chairman, voting etc., at 98. The poll by members of 99. Action through the agreement of the members of the 100. Power of court to order the meeting was called 101. Special resolution of the 102. Resolution requiring special notice 103. The submission of a copy of the resolution of the specific agreement and 104. Minutes of proceedings of Division 4 of the REGISTER of MEMBERS of the 105. Express members 106. Where the register is to be kept 107. As a result of default by 108. Power of court to correct the express TERM 5 ANNUAL REPORT 109. The annual return of the company's Offshore Section 9 PART VI ACCOUNTS and AUDIT CHAPTER 110 Section 1 account. Accounts shall be kept 111. The audited accounts shall be laid at 112. The audited accounts shall be sent to the members of the AUDIT 113 TERM 2. Auditors shall be appointed 113A. The auditor is not required in certain circumstances 114. Termination and resignation of Auditors 115. Auditors ' remuneration for 116. The Auditors may attend meetings of 117. Rights and obligations of Auditors PART VII ARRANGEMENT and the FORMATION of the 118. Arrangement of 119. Regulations in respect of an acquisition and consolidation of PART VIII FOREIGN OFFSHORE COMPANY 120. Interpretation of 121. Registration of foreign offshore company 122. Prohibition and restriction on foreign offshore company 123. Company's registered office 124 foreign offshore. The statement shall be submitted when the documents, etc., modified 125. Delivery to the company of foreign offshore 126. Cessation of business in Labuan laws of Malaysia ACT 44110 127. Pelikuidasian or liquidation of the company in the place of incorporation or at the place of the original 128. Foreign offshore company name 129. Statement by foreign offshore company 130. Application of this part to certain foreign companies registered under the companies Act 1965 PART VIII A MANAGEMENT COMPANY 130A. Interpretation of 130B. Express 130C management company. Licensing 130D. Application for licence 130E. Grant of licences 130F. Power to grant exemption 130G. 130H licensing procedures. Annual fee 130I. Cancellation of license 130J Super Hercules. Access to information and records 130K. Immunity and action by Registrar 130L. Offence and penalty 130M. PART IX Transitional RANGE 131. Acceptance and winding up 132. Delivery of documents to the company 133. Transfer to Labuan 134. Cost of proceedings before the Court 135. A guarantee for cost 136. Disposal of shares a shareholder not known where is 137. The power to give relief 138. Irregularities in the proceedings Section 11 139 Offshore Company. Translation of the instrument of 140. Dividends may only be paid from profit of 141. The use of the word "corporation", etc.
142. Penalties am 143. Default penalty 144. Compounding 145. Procedure where no arranged 146. 147 regulations. Domestic investment in 148. Prohibition by the Minister 149. Confidentiality of 150. Excludes power 151. Fees, penalties and cutting 151A. The company cut its name be liable for fees, etc.
151B. fees payable to the Registrar of 151C. The effect of the deduction is 152. Disapplication of written law a specific TABLE Section laws of Malaysia ACT 44112 Offshore Company 13 laws of MALAYSIA Act 441 OFFSHORE COMPANIES ACT 1990 provide for an act of incorporation, registration and administration of offshore companies and offshore companies and foreign matters relating thereto.
[1 October 1990, P.U. (B) 591/1990]
BE IT enacted by the Seri Paduka Baginda Yang di-Pertuan Agong with the advice and consent of the Dewan Negara and Dewan Rakyat in Parliament assembled, and by the authority of the same, as follows: part I preliminary short title 1. This Act may be cited as the offshore Companies Act 1990.
Interpretation 2. (1) in this Act, unless the context otherwise requires —

"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" includes debenture stocks, bonds, notes, and any other securities of a corporation whether it be mortgage of the assets of the company or not;
Laws of Malaysia ACT 44114 "secured debenture" means — (a) any debenture stated on his face as a secured debenture; or (b) any debentures issued on terms that give the holder of debentures of, the rights and the power to vote and demand a poll in respect of business and undertaking of the company (whether in addition to the rights of members of the company or in lieu of any such right);
"printed" includes typed or dilitu or reproduced by any other means of a mechanic;
"certified" means certified in the prescribed manner as a specific document or as a copy of your;
"submitted" means submitted in accordance with this Act;
"prescribed" means prescribed by or under this Act;
"document" includes summons, orders and other legal process, as well as notice and express;
"dollars" means the unit of currency of the United States dollar;
"mortgage" includes an mortgages and any agreement to give or execute a mortgage or mortgages either on demand or otherwise;
"approved auditor" means a person approved under subsection 10 (1);
"Labuan" means the Federal territory of Labuan;
"Court" means the High Court or a high court judge;
"memorandum", in relation to an offshore company, means the memorandum of Association of the company for the time being in force; and, in relation to a foreign offshore company, means the Charter, statutes, memorandum of association or instrument that became or the Constitution specifies;
Offshore Company 15 "Minister" means the Minister for the time being charged with the responsibility for finance;
"share capital issue", in relation to shares of the par value, means, at any particular time, the total par value of the shares of an offshore company that has been published;
"person" includes a corporation, a partnership, a group of people and a corporation sole;
"experts" includes engineers, assessors, accountants, auditors and any other person who the profession or reputation gives authority to a statement made by him;
"officer", in relation to a company offshore or foreign offshore companies, including — (a) any Director, Secretary or employee of the company;
(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;
but does 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 section 12;
"resident" means — (a) in relation to a natural person, a person is 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 operate, in Malaysia, the laws of Malaysia ACT 44116 and includes any person designated as the resident pursuant to section 43 the Exchange Control Act 1953 [Act 17];
"sponsor", in relation to a prospectus issued by or relating to an offshore company, means a sponsor company is that a party in the preparation of the prospectus or any part thereof that are relevant, but shall not include any person who merely act upon his professional nature or on its properties as an advisor;
"contributors", in relation to an offshore company, means a person be liable to contribute to the company's assets if it 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 Board of Labuan Offshore financial services set up under the Board of Labuan Offshore financial services 1996 [Act 545];
"Director" means any person, no matter by whatever name called, who serves as Director of an offshore company or offshore foreign company, and includes any person in accordance with the instructions or advice of the Director of the company usually acts and one alternate Director or replace;
"annual statement" means a statement required to be made by an offshore company under section 109 and includes any document included with the statement;
"regulations" means the regulations under this Act;
"Corporation" means a domestic company, offshore companies, foreign companies or foreign offshore companies;
"post" includes communications by mail, courier, freight, fare-telex or facsimile;
"prospectus" means any prospectus, notice, circular, advertisement or invitation which invites applications or offers from the public to apply for purchase or purchase, or offer to the public to apply for purchase or purchased, any Offshore Company's shares or debentures for 17 of, or any unit of shares in or debentures of, a unit the company offshore or offshore company proposed;
"trust company" means a domestic company or foreign company, incorporated for the purpose of undertaking or offer to farm, as the whole or part of its business, all or any of the duties of a person as a trustee, and registered under the Labuan trust companies Act 1990 [Act 442];
"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, or hold property in the name of the Secretary or other officer of the Association, organization or body that appointed the successful completion for the purpose, and that does not have a head office or principal place of business in Malaysia;
"dometik company" means a company incorporated under the companies Act 1965 [Act 125];
"offshore company" means a company incorporated, or be deemed to be incorporated under this Act;
"foreign offshore company" means a foreign company registered under part VIII;
"shares", in relation to an offshore company, means a share in the share capital of the company, and includes stock;
"annual fee payment date" means the date of annual fee of an offshore company payable pursuant to subsection 15 (6);
"umpuk" includes sell, publish, assign and transfer rights; and "allotment" has a corresponding meaning.
(2) for the purposes of this Act, a person shall be deemed to hold a beneficial interest in the shares — (a) if the person, either alone or together with others, to (other than as a trustee for, on behalf of, or to, any laws of Malaysia ACT 44118 etc.) receive, directly or indirectly, any dividend in respect of the shares or exercise, or control the exercise of the any rights the shares with twin; or (b) if the person, i.e. a Corporation holds any interest in the shares of the corporation beneficially other holding, its subsidiary or holding, any beneficial interest in the shares of the first-mentioned that.
(3) whenever in this Act a reference or references made to any person who holds or occupies a certain position or positions, the mention or reference shall, unless found purpose to the contrary, counted includes all persons who at any time after that is sits or the position.
(4) any provision of this Act that override or interpret things a corporation shall, unless otherwise provided by this Act, applies in respect of item (s) when this Act comes into operation, and also in relation to matters which have effect thereafter, and shall also apply in respect of a corporation's memorandum as they apply in relation to the Affairs 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 (3), be 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;
(iii) holds more than half of the issued share capital of the Corporation first mentioned (excluding any part thereof that is not Company Offshore 19 has any right to take part in excess of a certain amount of rank either profits or capital); or

(b) the Corporation who first mentioned a subsidiary of any corporation which becomes a subsidiary of the Corporation the other.
(2) 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 for its benefits by the Corporation the other one is; or (b) the appointment of a person as a Director of necessarily following from its position as a Director or officer of the Corporation who is the other.
(3) 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 just out news on 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 out news on the nature of the trustee or fiduciary, laws of Malaysia Act 44120 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 mentioned or pursuant to a trust deed for securing any issue of debentures that 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, including the lending of money and the shares are held or power is exercisable as aforesaid only as security for the purposes of transactions made in the ordinary course of that business.
(4) a reference in this Act on the arm of a corporation shall be read as a reference to a corporation the Corporation on mentioned become its subsidiary.
Related company 4. If a Corporation — (a) is the holder of a corporation to another;
(b) a corporation that is a subsidiary of the other; or (c) is a subsidiary of the holder of a corporation to another.
establishment in the first-mentioned Corporation and the other shall be for the purposes of this Act be deemed to be related between each other.
Offshore Company disapplication of the companies Act 1965 5 21. Except as expressly provided otherwise in this Act, the provisions of the companies Act, 1965 shall not apply to an offshore company or offshore foreign company incorporated or registered under this Act.
Resident who commits any act under this Act be deemed to be non-resident 6. A resident of Malaysia who commits any act authorized by this Act to be done by the resident shall be treated as a non-resident for the purpose of section 8 of the Labuan trust companies Act 1990.
Meaning that allowed for incorporation 7. (1) subject to subsection (2), an offshore company can be incorporated for any legitimate purpose, and can run in, from or through Labuan any business can be conducted in a legal in Malaysia, but it can't do business the bank or insurance or any similar business unless it is licensed to do so under the law in force in Malaysia.
(2) an offshore company shall only conduct business in, from or through Labuan.
(3) no offshore company may — (a) doing business with someone resident Malaysia except as permitted by the Offshore Banking Act 1990 or by the Registrar;
(b) conducting the business of the bank except as permitted by the Offshore Banking Act 1990;
(c) carrying on business in the Malaysian currency except for administrative expenses and statutorinya and if section 147 is applicable;
Laws of Malaysia ACT 44122 (d) carries on business as an insurance company or an insurance company again except as permitted by the offshore Insurance Act 1990 [Act 444];
(e) carry out handling shipping in Malaysia; or (f) carry out any business of a trust company.
(4) for the purposes of paragraph (3) a company, an offshore shall not be counted as doing business with people residing in Malaysia purely by reason of — (a) it make or maintain deposits with a person carrying on business in Malaysia;
(b) it make or hold a professional relationship with any attorneys and representatives, accountants, bookkeepers, the trust companies, domestic companies wholly-owned by a trust company and provided by the trust company to act or appointed as a resident or a resident Secretary offshore company, management company, investment adviser or other similar person who carries on business in Malaysia;
(c) it to prepare or maintain books and records in Malaysia;
(d) it conducts, in Malaysia, the meeting of directors or members;
(e) it earned or own any lease of any property for the purpose of its operation or as a home for officers or employees;
(f) it holds shares, debt obligations or other securities of a company incorporated under this Act or in a domestic company in accordance with section 147, or it hold shares, debt obligations or other securities for the purpose of transactions made in the ordinary course of business in connection with lending money; or (g) a resident of Malaysia hold shares in the offshore company.
Offshore Company 23 PART II ADMINISTRATION Registrar ACT 8. (1) subject to the direction and control of the General Registrar and to the restrictions and limitations set, anything prescribed or permitted or required by this Act so done or signed program by the Registrar may be made or signed by any Registrar, Deputy Registrar or Region Assistant Registrar and shall be valid and the same community as if made or signed by the Registrar.
(2) no one is dealing with any Registrar, Deputy Registrar or Region Assistant Registrar can cut-link to view or ask whether such restrictions or limitations were set, and every act or omission of a person Registrar Region, Deputy Registrar or Assistant Registrar, to the extent of that act or omission of any such person, shall be the same legal community seems to be done or omitted by the Registrar.
(3) all courts, judges and those who acted in judicial shall give judicial notice are the seal and signature of the Registrar and any Registrar, Deputy Registrar or Region Assistant Pandaftar.
(4) for the purposes of determining whether a company offshore or foreign offshore companies in compliance with the provisions of this Act, the Registrar or any person authorized by him may inspect any books, minutes book, register or records required to be kept by the company by or under this Act.
(5) an offshore company or offshore foreign company or any authorized officer shall, when required by the Registrar or any person authorized by him, submit any book, register or such records.
(6) an offshore company or offshore foreign company or any authorized officer may not be menggalang or stop the Registrar or any person authorized by him while performing any power referred to in subsection (4).
Laws of Malaysia ACT 44124 (7) any person who, except for the purposes of this Act or in the course of any criminal proceedings, make a record of, or open or pass on to any other person, any information obtained by reason of inspection under subsection (4) commits an offence against this Act.
(8) any fees prescribed shall be paid to the Registrar.
Submission of documents 9. (1) every document required or permitted to be handed over to or filed with the Registrar under the provisions of this Act must be deposited or filed by a trust company.
(2) every application to the Registrar for any certificate issued under this Act or for any draw or copy of any certificate issued under this Act or any document submitted to or filed with the Registrar shall be made by a trust company:

Provided that this subsection shall not apply — (a) If an application is made in respect of an offshore company or offshore companies by a foreign company personnel and documents, certificates, extracts or copies of it for his own use; or (b) If an application is made by an offshore company or offshore foreign company to gain a licence for the purpose of carrying out or offer to do the business of a management company under Part VIIIA.
The submission or filing of documents electronically No.9A. (1) the Registrar may provide a service for the submission or filing of electronic documents that are required to be submitted or filed with the Registrar by this Act.
Offshore Company 25 (2) a trust company shall be the customers for the services provided under subsection (1) and shall pay the prescribed fees and comply with such terms and conditions as may be specified by the Registrar.
(3) a document submitted or filed under this section shall be deemed to have complied with the requirements of the submission or filing if the document is served or sent to the Registrar in such manner as specified or approved by the Registrar.
(4) the Registrar may, by notice in writing, specify a document that can be submitted or filed electronically.
(5) a document required to be so certified or confirmed shall, if the documents are required to be submitted or filed electronically, certified or authenticated in such manner as specified or approved by the Registrar.
(6) If a document submitted or filed electronically with the Registrar, the Registrar or authorized agents 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 the error or omission made in good faith and in the ordinary course of the discharge of the duties of the Registrar or the task agents authorized or that occur or arise as a result of any defect or damage services or on equipment used for the provision of such services.
The value of the evidence document submitted or filed electronically a 9B. A copy of or extract from any document submitted or filed electronically with the Registrar under section no.9A duly certified by the Registrar as a true copy or extract of the truth of the document shall be admissible in evidence in any proceeding as having equal validity with the original documents.
Laws of Malaysia ACT 44126 original copy shall be kept at the Office of trust companies 9 c. (1) original copy of the document specified or approved by the Registrar as required so that submitted or filed electronically with the Registrar by trust companies shall, at all times, be kept at the Office of the trust company.
(2) a trust company which fails to comply with subsection (1) commits an offence against this Act.
Penalties: ten thousand dollars. Default penalty.
Approved Auditors 10. (1) subject to such conditions as he thinks fit to impose, the Registrar may approve any person be approved Auditors for the purposes of this Act.
(2) No person shall perform the duties of the auditor of an offshore company unless he is an auditor approved.
(3) the Registrar may revoke any approval given under subsection (1).
(4) the Registrar shall keep a register of approved Auditors.
(5) an approved auditor shall pay to the Registrar any annual fee as may be prescribed.
Auditors of the company 11. (1) a person shall not in disedarinya agree to be appointed, and shall not be with disedarinya action, as auditors for any offshore company under this Act and may not provide to or on behalf of the company any report required by this Act that provided by an approved auditor — (a) if he is not an auditor approved;
Offshore Company 27 (b) if he is owed by the company or by a company which is deemed related to the company pursuant to section 4 of 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 husband or spouse of an employee of an officer of the company; or (vi) a holder of shares, or a husband or wife someone shareholders, a corporation that employees of an officer of the company; 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.
(2) for the purposes of subsection (1), a person shall be deemed to be an officer of an offshore company if he or she is an officer of a company deemed related to the offshore company in accordance with section 4 or he has, at any time within twelve months earlier, became an officer of the company or sponsor of the offshore company or the other.
(3) for the purposes of this section, a person shall not be deemed to be an officer simply because he appointed as auditors of a company.
(4) No person shall appoint a person as an auditor of a company offshore unless the person to be appointed as auditors have, prior to the appointment, agreed in writing to act as the auditor.
Laws of Malaysia ACT 44128 (5) the Minister may make regulations require that auditors approved of taking insurance against their liability as auditors of the company offshore.
Liquidator passed 12. (1) subject to such conditions as he thinks fit to impose, the Registrar may approve any person to be an approved liquidator.
(2) the Registrar may revoke any approval given under subsection (1).
(3) the Registrar shall keep a register of approved liquidator.
(4) No person shall be appointed or act as liquidator of a company offshore — (a) if he is not an approved liquidator;
(b) if he is owed with the dilikuidasikan or with a company deemed related to the dilikuidasikan company in accordance with section 4 of 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 appointed as liquidator of a company offshore, either by the Court or in a voluntary winding up, he shall immediately notify the Registrar in writing of any interest him in the offshore company as an officer, employer or employee of the offshore company or as a partner, employer or employee of an officer of the offshore company , and any interest that is owned by its related companies in the offshore company.
Express 13. (1) the Registrar shall, subject to this Act, saving any express may deem necessary in such form as he thinks fit.
Offshore Company 29 (2) any officer, Member, debenture holder, Director or liquidator of a company offshore or foreign offshore company or any other person who has the written consent of an officer, Member, debenture holders, the Director or the liquidator or be able to demonstrate to the Registrar that he has good reason to do so, may, subject to this Act and on payment of the fee prescribed — (a) inspect any documents filed with or submitted to the Registrar in respect of the company; or (b) require any certificate which shall 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.
(3) a copy of or extract from any document filed or deposited at the Registrar Office, certified as a true copy or extract under the hand and seal of the Registrar, may, in any proceedings, admissible in evidence to the same legal with the original.
(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 is admissible as prima facie evidence that at the date or time period, as the case may be, there are no company with that name has been registered under this Act; and (b) a certificate under the hand and seal of the Registrar that the requirements of this Act that are specified in the certificate —

(i) has or has not been complied with on the date or within the period specified in the certificate, or (ii) has been complied with on the date specified in the certificate but not before that date, the laws of Malaysia ACT 44130 admissible 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, the material details, is false or misleading in such form or context it included;
(c) by virtue of an omission or wrong description, has not completed accordingly;
(d) fails to comply with the requirements of this Act; or (e) contain an error, alteration 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 was not completed properly, so that an additional documents in accordance with the prescribed form is submitted.
(6) the Registrar may require a person to produce a document submitted to the Registrar to submit to the Registrar any other documents, or give to the Registrar any information, which is 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 any company offshore or foreign offshore companies 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 of companies the 31 Offshore to the Minister, which may confirm the refusal, the Act or decision or give any direction on the matter as he may deem appropriate or otherwise decided the matter but this subsection does not apply for 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) prescribed by this act as conclusive or final or set forth in any documents prescribed by this act as conclusive evidence in respect of any act, matter or thing.
(8) If an offshore company or offshore companies or foreign, having someone do a default in compliance with — (a) any provision of this Act or the provisions of any law which require the submission to or filed with the Registrar, in accordance with any other means, any statement, account or other document or so conferred upon him notice of any matter; or (b) any request by the Registrar amended or completed and submitted back any documents or presented a new document, not repair the default 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 or the person so that repair the default within the time specified 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 an offshore company or offshore foreign company — (i) any statement about the allotment of shares for cash has been delivered or filed for a period of not less than six years;
Laws of Malaysia ACT 44132 (ii) any statement or annual balance sheet that has been submitted or filed for a period of not less than seven years or any document creating or evidencing an charges or full settlement or part of a mortgage if a memorandum of settlement of charges that has been registered for not less than seven years; or (iii) any other document (other than the memorandum and articles or any other document menyentuhnya) which was presented, filed or registered for not less than fifteen years;
(b) in the case of an offshore company or offshore companies have been dissolved or foreign no longer registered for not less than fifteen years, any document submitted, filed or registered; or (c) any document that trasparensinya have been included in the register kept by the Registrar.
PART III the ESTABLISHMENT of TERM 1 INCORPORATION company formation 14. (1) subject to this Act, a trust company or any other person may, by lowering his hand on a memorandum and comply with the requirements of registration, form an offshore company for any legitimate purpose.
(2) if the signing of a memorandum of Association is a corporation or trust company, the memorandum can be signed by the Corporation or trustee, as the case may be, under seal or by a person who has authorized the successful completion in his stead.
Offshore Company 33 (3) every company shall offshore of a company limited by shares.
Registration and incorporation of 15. (1) a person who wishes to be incorporating an offshore company shall deliver to the Registrar a memorandum and articles of the company proposed it 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.
(2) the Registrar may require a statutory declaration made by an officer that submitted 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.
(3) when the memorandum is registered, the Registrar shall certify under his hand and seal that the company was incorporated in and starting from the date stated in the certificate, 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 of the memorandum along with any others who will, from time to time, became a member 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 a perpetual and has a common seal, with power to hold land but with such liability on the part of the members to contribute to the company's assets if it is wound up as provided by this Act.
(5) a certificate of incorporation of a company which is issued by the Registrar shall be prima facie evidence of compliance with all the requirements of this Act with respect to incorporation.
Laws of Malaysia ACT 44134 (6) an offshore company incorporated shall pay such annual fee as may be prescribed, not less than thirty days from each anniversary date of its incorporation.
(7) every signatory of the memorandum shall be deemed to have agreed to be members of a company and offshore, where the company is incorporated, shall be entered as a member in the register of members in respect of the shares applied for purchase to or by him in the memorandum, and everybody else who agreed to become members of a company and whose name is recorded in the register of members shall be members of the company.
Application for registration of a foreign company as continued to exist in Labuan 16. (1) subject to section 7, a foreign company incorporated under the laws of any country other than Malaysia, or any other jurisdiction in the country, may, if so authorized by the laws of the country or jurisdiction, apply to the Registrar to be registered as continued to exist in Labuan as if it had been incorporated under this Act.
(2) upon an application made under subsection (1), supported by any material it considers sufficient and satisfactory, the Registrar may, if he is satisfied that the consent of any number of or the 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 officer in charge of the right for the country or jurisdiction, such registration has been obtained of by the company , register the company continued to exist as such and, if registered, therefore, the company shall thereafter be deemed to be an offshore company incorporated under this Act and domiciled in Labuan: provided that no foreign company can be registered under this section if — (a) it is in the process of liquidation or company;
(b) recipients of property has been appointed; Offshore Companies or 35 (c) there is any scheme or order in force in relation to the company which the creditor's rights suspended or restricted.
(3) the registration of a foreign company under this section shall not be in force — (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 instituted, 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.
(4) when a foreign company registered under this section — (a) that much of its Constitution which, if it had 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, in accordance with paragraph (a), be a memorandum of his Association, shall be deemed to be a matter of Association and memorandum of Association and article characterized it shall bind the company and its members accordingly.
Previous approvals in principle 17. (1) a foreign company shall, before applying to be registered under section 16, calling for registration is approved in principle and when the request is made and paid the prescribed fee, the Registrar may, if he is satisfied the laws of Malaysia ACT 44136 that company is entitled to be registered under section 16, issue a certificate confirming his approval for the company to be registered so subject to an application under section 16 made within twelve months from the date of the certificate.
(2) the certificate of approval given by the Registrar under subsection (1) shall not release the company issued the certificate of compliance with section 16 of the following registration application.
The requirements of the memorandum of 18. (1) the Memorandum of every company offshore should be printed and divided into paragraphs numbered and dated and shall state the following: (a) the name of the company;
(b) the purpose of the company;
(c) the amount of share capital which the company proposed to be registered and its distribution to a fixed amount of shares;
(d) the full name and address of every penandatangannya; and (e) that the signatory or signatories of the memorandum signers-desires shaped into an offshore company in accordance with the memorandum and each agree to take the number of shares in the capital of the company set out appearing with their names respectively.
(2) members of the offshore companies shall be liable to the company of an amount not paid 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.
CHAPTER 2 STATUS and Power Company NAME 19. The power of an offshore company should be included, unless excluded or modified considerably by perkaranya, the powers set out in the schedule, which can be carried out 37 Offshore Companies in Labuan and elsewhere, and any other powers specified in perkaranya or conferred upon him in general or specifically by the regulations.
Ultra-vires transactions 20. (1) no act or an act that is said to be an offshore company (including the making of 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 of the powers that be said, whether express or implied, for the company) and there are no conveyancing or pemindahmilikan property, whether real estate or movable property , to or by an offshore company can be invalid merely by reason of the fact that the company is not able to or have no power to do the Act or to complete or take conveyancing or pemindahmilikan it.
(2) any lack of ability or power can be asserted or backed up just in — (a) proceedings against the offshore companies by any member of the company or, if the company has issued debentures bercagarkan floating charge on all or any property of the company, by the holders of any debentures, or by a trust company acting as trustee for debenture holders, to resist the execution of any act or conveyancing or pemindahmilikan of 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.
(3) if the Act, conveyancing or pemindahmilikan not allowed to be detained in any proceeding under paragraph (2) (a) are being implemented or made or to be implemented or made pursuant to any contract that the offshore company become a party, the Court may, if the parties in the contract it is a party in the proceedings and if the laws of Malaysia ACT 44138 deemed fair and equitable by the Court , waive and hold the implementation of the contract and may give to the company or to the other party in the contract, in accordance with the requirements of the situation, compensation for loss or damage suffered or incurred by any of them arising from waiving 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.
Offshore company name 21. (1) except with the consent of the Minister, an offshore company cannot be registered with a name that, in the opinion of the Registrar, unwanted or name, or includes the name, of the type that the Registrar otherwise refuses to accept for registration.
(2) an offshore company should use — (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 text in the national language of any country which means joint stock company limited by shares, or any abbreviations, as part of its name.
(2A) an offshore company can use the word "(L)" as part of its name.
Offshore Company 39 (2B) Notwithstanding subsection (2), an offshore company can use the words "Berhad" or the abbreviation "Ltd." but if the words "Berhad" or the abbreviation "Ltd." is used as part of the company name offshore offshore, the company shall be in addition to using the word "(L)" as part of its name.
(3) no description about an offshore company can be deemed to be inadequate or incorrect by reason of the use of an abbreviation in lieu of any word referred to in subsection (2) and vice versa.
(4) any person may submit to the Registrar an application in accordance with the prescribed form for reservation of a name specified in the application as — (a) the name of an offshore company proposed; or (b) the name to which an offshore company proposing to change its name.
(5) 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 offshore or offshore company can be registered without violating subsection (1), he shall be the reservation of a name proposed for a period of three months from the date the application is submitted.
(6) during the period that a name reserved, no-one (other than offshore company or offshore company proposed in respect of which the name reserved) may be registered under this Act or any other law, either originally or on a change of name, the name of the reserved or by any another name which in the opinion of the Registrar are so nearly resembles the name of the reserved until may give rise to confusion with the name.
(7) the reservation of a name under this section in respect of a proposed offshore company or offshore companies does not by itself provide to the company or the company that proposed the right to is registered with that name, either originally or on a change of name.
Laws of Malaysia ACT 44140 name changes 22. (1) an offshore company may, by special resolution, make a resolution that its name should be changed to a name which the company can be registered without violating subsection 21 (1).
(2) where 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 of the company under its new name and once issued the certificate of incorporation, change of name shall be in force.

(3) if the name of an offshore company (either by mistake or otherwise and whether originally or by change of name) a name which the company cannot be registered without violating subsection 21 (1), the company may, by special resolution, changed 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 instructions or in a longer period 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: one thousand dollars.
(4) a change of name pursuant to this Act shall not affect the identity of the offshore company 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 it through the name of the former may be continued or commenced by or against it by its new name.
Association 23. (1) the Memorandum of a company offshore shall be submitted together with the Association signed by the signatories of the memorandum which sets out the rules for the company.
Offshore companies (2) of article 41 shall be — (a) printed;
(b) divided into numbered paragraphs; and (c) signed by each of the signatories of the memorandum or, if any of the signatories was a company, sealed with the seal of the company or signed in his stead.
Alteration of memorandum or article 24. (1) subject to this Act, an offshore company may, by special resolution, alter or add to a memorandum or perkaranya.
(2) any changes or additions made in the memorandum or matter shall take effect from the date of the relevant notice of a resolution submitted to the Registrar and to be valid as if originally it contained in the memorandum or the matter and shall be subject, in the same manner, to the changes by way of special resolution.
A copy of the memorandum and article 25. (1) an offshore company shall, when required by any Member, give him a copy of the memorandum and articles (if any) when the Member pays an amount determined by the Director as reasonably necessary for the provision of pay and grant it.
(2) If a change is made in the memorandum or article of an offshore company, a copy of the memorandum or the matter shall not be issued by the company after the date of change unless — (a) the copy by the change; or (b) a copy of the printed resolution of making those changes is attached to a copy of the memorandum or article and clauses or certain matters affected shown with ink.
Laws of Malaysia ACT 44142 (3) in the event of default in complying with this section, the offshore company and every officer of the company who is in default commits an offence against this Act.
Penalty: one thousand dollars.
Transactions and the establishment of branch 26. (1) Contracts on behalf of an offshore company 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 his authority 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 his authority, 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 altered or implemented in such manner as it are made.
(2) a document or proceeding requiring authentication by an offshore company may be signed by an authorized officer of the company and is not required to be made under the seal usually.
(3) an offshore company may, by writing under the seal of the usually, authorise any person, either generally or in respect of any particular matter as its agent or representative, for the completion of the deed of Offshore Company 43 in his stead, and deed signed by the agent or representative 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 consider the completion of the deed in accordance with the arrangement and perfect, and act accordingly.
(4) an offshore company may, if permitted by the perkaranya, to establish a branch in any part of the world but it cannot establish a branch in any part of Malaysia outside Labuan.
(5) an offshore company and any of its branches can have for use in any place outside Labuan a duplicate common seal which shall be a facsimile of the common seal of the company by adding the branch name on his face; the said seal shall be known as the seal of the branch.
(6) If an offshore company established a branch it can, in the instrument which established the branch or in an instrument which is then signed or sealed by the Secretary resident 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 people who can mengecapkan 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 in or debentures of the company.
(7) a transaction according to the branch be able to convene in the same way as offshore companies can hold a transaction.
(8) the instrument made or confirmed under or by using any of the seal of the branch of an offshore company be equal community seems to be the common seal of the company has stamped on it; and the date when and the place where the branch seal stamped on any instrument shall be indicated on the instrument.
Laws of Malaysia ACT Prohibition against conduct of business 44144 when companies offshore there are 27 members. (1) subject to subsection (2), if at any time a company offshore there are members and conduct business for more than six months while it there to the Member, every officers, servants, employees or agents of the company during the period it is open for business after six months that knows that the company there are no members liable, and if more than one person, separate and in association , to pay the entire debt of the company held during the period it is open for business after six months, and officers, servants, employees or agents is guilty of an offence against this Act if the company is doing business so that after six months.
(2) subsection (1) does not apply in respect of an officer, servants, employees, or agents of an offshore company that there are members who do business the company after six months if officers, servants, employees or agents do so pursuant to a court or under the direction of an approved liquidator appointed in respect of the company.
PART IV shares, DEBENTURES and CHARGES CHAPTER 1 PROSPECTUS restrictions on investment from public invitation 28. (1) No person shall — (a) issue an invitation to the public to deposit money with or lend money to an offshore company or offshore foreign company; or (b) issue an invitation, or divide the application form, to the public to apply for purchase of shares of the company's offshore 45 or debentures in an offshore company or foreign offshore companies.
except in accordance with this section.
(2) any reference in this Act to a invitation or offer to the public shall be construed as including an invitation or an offer that is not directed specifically to a limited class of persons.
(3) for the purposes of subsection (2), an invitation or offer to the public shall not be deemed to be directed to a limited class of persons unless — (a) the offer or the offer is directed to a class of persons who can be identified to which the offer or the offer presented directly by the person making the offer or the offer or by agents appointed by him; or (b) only members of the class can accept the offer and they have sufficient information to enable a reasonable valuation made on the invitation or the offer, and the total number of people who passed on the offer or the offer does not exceed twenty.
Invitation to public

29. (1) Any company offshore or foreign offshore companies, or any officer, Director, agent or any other person on behalf of the company which — (a) issue a invitation or divide the application form to the public or to the public to apply for purchase of shares or debentures in the company; or (b) issue an invitation to the public or to the public to deposit money with or lend money to the company, the laws of Malaysia ACT 44146 commits an offence against this Act, unless — (c) the Registrar has the prior consent of the literary skills for production of invitation or Division of the application form to the public; and (d) the invitation or Division of the application form to the public is made in accordance with this section.
Penalty: imprisonment for five years or thirty thousand ringgit or both.
(2) unless otherwise authorized in writing by the Registrar, no invitation to apply for purchase of debentures, or to deposit money with, or lend money to the company, an offshore or foreign offshore companies, can be made to a resident of Malaysia, except by an offshore company or offshore foreign company are granted a license under the banking Offshore 1990 and any person , in addition to an offshore company or offshore companies given such license foreign under the Act, in violation of the provisions of this subsection commits an offence against this Act.
Penalty: imprisonment for three years or ten thousand ringgit or both.
The requirements of the issuing application forms for shares in or debentures of the prospectuses 30. (1) subject to subsection 32 (1) and subsection (2) of this section, a person is not able to manufacture, distribute or divide any application for shares in or debentures of a company offshore or foreign offshore companies unless the form is issued, circulated or distributed together with a prospectus that a copy has been registered by the Registrar.
(2) subsection (1) does not apply if the application form is issued, circulated or distributed in connection with shares or debentures not offered to the public.
Offshore Company 47 (3) an offshore company may not, without the approval of a special resolution, change the terms of a contract referred to in the prospectus, unless the change is made subject to the approval of a special ruling.
(4) any person who contravenes the provisions of this subsection commits an offence against this Act.
Penalty: imprisonment for five years or thirty thousand ringgit or both.
Invitation to the public to lend money to or depositing money with an offshore company or offshore foreign company 31. (1) an invitation to the public to deposit money with or lend money to an offshore company or offshore foreign company cannot be issued, circulated or distributed by the company or by any other person unless — (a) a prospectus relating to the offer that has been registered by the Registrar;
(b) the prospectus contains an undertaking by the company that it will, within two months of the receipt of any money as a deposit or a loan from any person as a response to the invitation, issue to that person a document which claimed to receive, prove or is an acknowledgement of indebtedness of the company in respect of the deposit or of the loan; and (c) the document is described or mentioned in the prospectus and in any other document, whether that is or in connection with the invitation, as — (i) an unsecured note or an unsecured deposit note;
(ii) a debenture mortgages or certificate of debenture stocks mortgages; or (iii) a debenture or debenture stock certificate, in accordance with this section.
Laws of Malaysia ACT 44148 (2) for the purposes of this Chapter, any offshore company or offshore companies that accept foreign or agrees to accept from any person any money as deposit or loan shall be deemed to be making an invitation to public so that deposit money with or lend money to the company or the company that proposed it.
(3) Notwithstanding subsection (2), an offshore company or offshore foreign company is not required to issue a prospectus if it is not, at any time, are under a liability (whether or not the liability at the present time or in the foreseeable future) to repay any money he received as a deposit or a loan of more than twenty people.
(4) If, pursuant to a request referred to in subsection (1), an offshore company or offshore foreign company has received from any person any money as a deposit or a loan, the company shall, within two months of the receipt of the money, issue to that person a document which — (a) claimed to receive, prove or is an acknowledgement of indebtedness of the company in respect of the deposit or of the loan; and (b) comply with the description contained in the prospectus and regulations and contains a statement that at the surface it is a document as described it.
(5) no nothing in this section shall apply to a company and there is nothing in this Act may require a prospectus issued in connection with any invitation to the public to deposit money with a company specified.
(6) in this section, "specified company" means — (a) an offshore company or offshore foreign company are granted a license under the banking Offshore 1990; Offshore Companies or 49 (b) an offshore company or offshore foreign company or trust company that has been declared by the Minister by notice published in the Gazette as a company for purposes of this section.
(7) any person who contravenes or fails to comply with any provisions of this section and any officer of an offshore company or offshore foreign company defaults, be guilty of an offence against this Act.
Penalty: imprisonment for five years or thirty thousand ringgit or both.
(8) for the purposes of this section, a document issued by a company of the borrower certifies that a person named therein is, in respect of any deposit with or loans to the company, the registered holder of a particular value or number of — (a) unsecured note or unsecured deposit note;
(b) debentures of mortgages or certificate of debenture stocks mortgages; or (c) debentures or debenture stock certificate, issued by the company on or subject to the terms and conditions contained in a deed mentioned or identified in the certificate, shall be deemed to be a document that proves indebtedness of the company in respect of the deposit or of the loan.
The approval of the Registrar, or compliance with regulations, with respect to the issuance of the prospectus 32. (1) until the regulations with respect to the issuance of the prospectus has been made, no prospectus shall be issued unless it has been approved as to form and content by the Registrar.
(2) when the regulations relating to the issuance of the prospectus has been made, a prospectus shall only be issued in accordance with the regulations.
Laws of Malaysia ACT 44150 Ad 33. (1) no ads that offer or request attention to an offer or an offer for, shares in or debentures of a company offshore or foreign offshore company or offshore company proposed to the public to apply for purchase or purchased for publication in Labuan or elsewhere unless it has been approved by the Registrar; and every advertisement must contain information that the resident is not eligible for the offer.
(2) an application for approval of an ad must be submitted to the Registrar together with a copy of the ads that are verified in such manner as may be directed by the Registrar.
(3) any person who contravenes the provisions of subsection (1) to publish or cause to be published in Labuan or elsewhere of an advertisement without first obtain the approval of the Registrar commits an offence against this Act.
Penalties: ten thousand dollars.
Keeping excess in issue beg to buy debentures 34. (1) an offshore company cannot receive or store please buy for a specific issue of debentures of the issue beyond the amount as disclosed in the prospectus unless the company has stated in the prospectus that — (a) that it expressly the reservation of the right to receive or store please buy excess; and (b) limits on the amount of the excess that can apply to purchase received or stored.
(2) subject to any regulations, if an offshore company stated in the prospectus relating to the issue of debentures that it the reservation of the right to receive or store please buy excess — (a) the company shall not make, allow or unblock any statement or reference to backup assets for issue made or contained in any prospectus relating to Offshore Companies issue 51

that, apart from a statement or reference to total assets and total liabilities of the company and penggerentinya (if any); and (b) the prospectus shall contain a statement or reference to what would be the total assets and total liabilities of the company if beg to buy excess as far as the limit stated in the prospectus is received or stored.
Registration of prospectus 35. (1) a prospectus cannot be issued, circulated or distributed by any person unless a copy of the prospectus was first registered by the Registrar.
(2) the Registrar shall not register a copy of any prospectus if it contains any statement or matter in its opinion misleading in terms of form and context they are included and unless — (a) a copy, signed by each Director and each person named therein as a Director for the company or by his agent authorized in writing , has been delivered to the Registrar on or before the date of issue of the prospectus;
(b) the prospectus appears to meet the requirements of this Act and the regulations or the Registrar is satisfied that any deviations from the requirements of this Act or the regulations by the prospectus that is berjustifikasi and is not likely to mislead people investing on his beliefs on the contents of the prospectus; and (c) have surrendered to the Registrar, a copy of which has been verified as may be prescribed, any consent required by section 37 of the prospectus at the production and any material contracts referred to in the prospectus or, in the case of a contract which is not reduced to writing, a memorandum giving full details about it that have been verified as may be prescribed.
Laws of Malaysia ACT 44152 (3) where a prospectus is issued without a copy of registered offshore company or offshore foreign company and every person with disedarinya parties to the issuance of the prospectus be guilty of an offence against this Act.
Penalty: imprisonment for three years or ten thousand ringgit or both.
Documents containing the offer shares deemed to be a prospectus 36. (1) where a company offshore or foreign offshore companies be apportioned or agree to be apportioned to any person of any shares in or debentures of the company with the purpose of offering all or any of them for sale to the public, offer to the public shall be made by a trust company and any documents through it offers for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company , and all applicable law and legal pillar of the contents of the prospectus and of liability in respect of advertisements and statements and ketidakzahiran in the prospectus, or otherwise relating to prospectuses, shall apply and have effect accordingly as if the shares in or debentures were offered to the public and as if the person who accepted the offer in respect of any shares in or debentures of the applicant was but without prejudice to the liability (if any) the person making the offer , with respect to a statement or ketidakzahiran in the document or otherwise.
(2) for the purposes of this Act, unless the contrary is proved, shall be evidence that an allotment, or an agreement to be apportioned, shares or debentures was made by an offshore company or offshore foreign company with the aim of offering shares in or debentures for sale to the public if shown — (a) that an offer of shares or debentures or any of them for sale to the public was made within six months after the allotment or agreement to be apportioned it; Offshore Companies or 53 (b) that at the date of offer of shares or debentures or any of them for sale to the public is made, the total of the consideration to be received by the company in connection with shares or debentures had not accepted.
(3) the requirements of this Term on prospectus shall have effect as if the person making an offer is intended by this section person named in a prospectus as a Director of an offshore company or a foreign offshore companies.
(4) in addition to the other requirements to comply with this Term, that participate in the tender documents shall state — (a) the net amount of the consideration received or receivable by the company offshore or foreign offshore companies that participate in the tender in respect of the shares or debentures intended by the offer; and (b) the place and time for the contract under which shares or debentures have been or will be assigned may be inspected.
(5) where an offer is intended by this section to be made by an offshore company or offshore companies, sufficient if foreign documents referred to in subsection (1) signed on behalf of the company by two directors of the company and any Director can sign through his agent duly authorized in writing.
Expert consensus on the production of the prospectus containing statement by him 37. (1) a prospectus inviting beg to buy or purchase of shares in or debentures of a company or offshore companies offshore foreign and including a statement supposedly made by an expert shall not be issued unless — (a) the specialist has given consent and has not, before a copy of the prospectus sent submit for registration, to withdraw the approval of the prospectus on the production of literary skills together with the statement included in such form and context in which they are entered; and the laws of Malaysia ACT 44154 (b) evident in the prospectus a statement that the expert has given and has not withdrawn such consent.
(2) if any prospectus is issued by an offshore company or offshore foreign company with berlanggaran of this section, the company and every person with disedarinya to become a party to the issuance of a prospectus is guilty of an offence against this Act.
Penalty: imprisonment for three years or ten thousand ringgit or both.
Civil liability due to erroneous statement in the prospectus 38. (1) subject to this section, each of the following persons shall be liable to pay compensation to all persons who apply to buy or purchase any shares in or debentures of a company or offshore companies offshore foreign on his beliefs on a prospectus for any loss or damage incurred as a result of a statement not true in it or due to accidental ketidakzahiran in it of any matter within his knowledge and that he knew the material , that is every person who — (a) is a Director of the company at the time of the issuance of a prospectus;
(b) allow or cause him to be named and is named in the prospectus as a Director or as an agreed to become a Director either immediately or after an interval;
(c) a sponsor of the company; or (d) allow or cause the production of the prospectus.
(2) Notwithstanding any provision in subsection (1), if the consent of an expert is required for the issuance of a prospectus and he has given that consent, he shall not solely by reason of the agreement be liable as a permit or cause the production of the prospectus except in respect of an untrue statement which is said to be made by him as an expert, and inclusion in the prospectus that the name of a person as an Offshore Company 55 trustee for holders of debentures Auditors, bankers, advocate, barrister, solicitor, or stock brokers or brokers share shall not be simply because for that reason only interpreted as a person's authorization for the issuance of the prospectus.
(3) no one will be liable as such unless he proves — (a) that, having agreed to become a Director of the company, he had to withdraw the consent prior to the issuance of the prospectus, and that the prospectus was issued without permission or consent;
(b) that the prospectus was issued without his knowledge or consent and that he had immediately give public notice of a reasonable about it once he's aware of its production;
(c) that after the issuance of the prospectus and before allotment or sale underneath him, once aware of any untrue statement in the statement, was to withdraw consent and gave reasonable public notice of the withdrawal and about why: or (d) that — (i) in respect of every statement not true that is not said to be made upon the truth of an expert or a public official documents or statements She has reasonable grounds to believe, and has trust until the time allotment or sale of shares or debentures that the statement is true;

(ii) in respect of every statement is not true that a statement made by an expert or based on a statement made by an expert or contained in what purported to be a copy of or extract from a report or valuation of an expert, it really reflects the statement, or a copy of the true and clean an extract of the report or the assessment , and he has reasonable grounds to believe and the laws of Malaysia ACT 44156 has trust until the time of the issuance of the prospectus, that experts who made that statement was competent to make it and that the experts have given the consent required by section 37 to the prospectus and has not withdrawn such consent before a copy of the prospectus sent submit for registration or , in the knowledge that person, before any allotment or sale under the prospectus; and (iii) in respect of every statement is not true that a statement made by an officer or official contained in what purported to be a copy of or extract from a public official document, it is a correct and accurate picture about the statement or copy of or extract from the document.
(4) subsection (3) does not apply in the case of a person who is liable, because he has given the consent required from him by section 37, as someone who has allowed or caused the issuance of prospectus in respect of an untrue statement allegedly made by him as an expert.
(5) a person who, apart from this subsection, would also be liable under subsection (1), because he has given the consent required from him by section 37, as someone who has allowed the production of a prospectus in respect of an untrue statement allegedly made by him as an expert wouldn't be so liable if he proves — (a) that, after giving consent under section 37 to the issuance of the prospectus , he has in writing withdraw the consent before a copy of the prospectus submitted to the Registrar;
(b) that, having a copy of the prospectus submitted to the Registrar and before allotment or sale thereunder, he, after realizing about Offshore Company statement not true that 57, withdraw in writing consent and give reasonable public notice of the withdrawal and the reason; or (c) that he was competent to make that statement and that he has reasonable grounds to believe and have believed until the time allotment or sale of shares or debentures that the statement was true.
(6) if — (a) a prospectus bearing the name of a person as a Director of an offshore company or offshore companies, foreign or as agreed as the Director, and he does not give consent to be a Director or he had to withdraw the consent prior to the issuance of the prospectus, and was not allow or agree to the issuance of the prospectus; or (b) the consent of a person is required under section 37 regarding the issuance of prospectus and he either has not the consent or has withdrawn the consent prior to the issuance of the prospectus, the directors of the company, with the exception of any Director who with no knowledge or consent the prospectus is issued, and any others who allow or cause the issuance of prospectus shall indemnify the person named or consent required for the total compensation , costs and expenses which he liable because his name was included in the prospectus or the prospectus entry into an alleged statement made by him as an expert, or in defending itself against any action or legal proceedings brought against him concerning it.
Criminal liability because of a mistaken statement in the prospectus 39. (1) where in any prospectus, or in any advertisement of the type referred to in subsection 33 (1), there is a statement that is not true or ketidakzahiran accident, any person who permits or cause production laws of Malaysia ACT 44158 prospectus or advertisement is guilty of an offence against this Act unless he proves that the statement or ketidakzahiran is immaterial or that he had reasonable grounds to believe and have believed , up to the time of the issuance of the prospectus, that the statement was true or ketidakzahiran is not material.
Penalty: imprisonment for five years or thirty thousand ringgit or both.
(2) a person shall not be deemed to have allow or cause the issuance of a prospectus simply because she gave the consent required by this Term to an entry into the prospectus of an alleged statement made by him as an expert.
CHAPTER 2 RESTRICTIONS on ALLOTMENT trust companies as agents in public offering 40. (1) No allotment shall be made of any shares of an offshore company offered to the public unless the shares were offered to the public through a trust company.
(2) a trust company shall be the agent to offshore companies which offer shares to the public through trust companies to receive an application for allotment of shares and shall be described as such in the prospectus.
(3) all money payable on application share in any offshore company shall be paid to a trust company acting as agent for the offshore company, and pending the receipt of the amount of the minimum payment by the trust company, it shall hold all money received by him on trust for the applicant, and if the amount of the minimum payment is not received by the trustee within the time stated in the prospectus the trust, the company shall, subject to any right under the terms of the prospectus to deduct any costs and charges due to it or to the Registrar relating to prospectuses or the offer or actions as the broker in this case, return the Company 59 Offshore application or part of the money remaining after making the cut, (if any) in accordance with the terms of the prospectus to applicants pro rata based on the amount paid by them respectively.
(4) when a trust company acting as an agent of an offshore company to receive the minimum payment amount on behalf of the company, the trust company shall, subject to the right to deduct from the remuneration and expense money that should have been, holding the money and any further application money as agent of the company.
Prohibition of allotment unless minimum payment received 41. (1) No allotment shall be made of any shares of an offshore company offered to the public unless — (a) the minimum fees paid; and (b) the amount of money payable on application for the number of shares applied for by buy it have been received by the company, but if a cheque for the amount of the money due has been received by the company, the amount of money shall be deemed to have not received by the company until the cheque is paid by the bank that issued it.
(2) the minimum payment shall be — (a) calculated at the nominal value of each share, and if the shares are issued for a price premium, according to the value of the nominal amount, and the amount of premium to be paid on each share; and (b) calculated regardless of any amount due in addition to cash.
(3) the amount payable on application per share offered to public shall be not less than five per cent of the nominal amount of the shares of the issue price or, as the case may be.
Laws of Malaysia ACT 44160 (4) any condition requiring or binding any applicant for shares to waive compliance so that any requirements of this section is not valid.
(5) no offshore company can be apportioned and that no officer or sponsor of an offshore company or offshore company proposed may allow or unblock allotted shares in or debentures to the public based on a prospectus after the expiry of a period of four months from the issuance of the prospectus.
Penalty: imprisonment for three years or ten thousand ringgit or both.
Money application should be held on trust until the allotment made 42. (1) subject to subsection 40 (3) and (4) and subsection 41 (1), all the money of the application and other money paid prior to the allotment of any applicant for the offer of shares in or debentures to the public by an offshore company, shall, until the allotment shares or debentures is made, held upon trust for the applicants and the money shall be paid into and held in a separate trust account , pending allotment, at a commercial bank approved by the Registrar in writing.
(2) in the event of default in complying with this section, every officer who is in default with disedarinya and knowingly permit or allow the default is guilty of an offence against this Act.
Penalty: imprisonment for three years or ten thousand ringgit or both.
CHAPTER 3 statement on SHARE allotment 43. (1) If an offshore company to make any allotment share, the company shall, within one

Offshore Company 61 months thereafter, submit to the Registrar a statement of allotment is that — (a) the number of shares comprised in the allotment and the amount paid for the shares;
(b) the allotment date;
(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 diumpukan to it.
(2) in the event of default in complying with this section, every officer of the company offshore the errant commits an offence against this Act.
Penalty: one thousand dollars. Default penalty.
Call 44. An offshore company 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 that was called; and (c) pay dividends at the rate the amount paid up on each share where a larger amount paid on some shares than other shares.
Liability reserves 45. An offshore company may, by special resolution, determine that any part of the share capital is not called for the company could not be called unless the company laws of Malaysia ACT 44162 is wound up, but there are no such settings can affect the rights acquired by any person before the resolution is approved.
46. share premium account (1) where a company that is not licensed in accordance with the offshore banking Act 1990 Offshore 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 an offshore company shall except as provided in this section, apply as if the share premium account is paid up share capital of the company.
(2) if the assets acquired through the issuance of shares of an offshore company and no reply is recorded, assets acquired in this regard must be reviewed, and if the value of the assets are in excess of the par value of the 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.
(3) the share premium Account may, notwithstanding anything contained in subsection (1), used by the offshore companies — (a) to pay for the shares not published to be published to members of the company as fully paid bonus shares;
(b) to delete — (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 (c) for holding the premium payable on redemption of debentures or redeemable preference shares.
Offshore Company 63 (4) where shares are issued for a consideration other than cash under subsection (2), the shares cannot be assigned until — (a) an undertaking forming 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 be transferred to a company — (i) in the case of goods, when the ownership or rights belonging to the goods transferred to the company or when they submit to it;
(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 less agreed to act to the company has been vested with legal to the company.
Power issue shares, voting rights and 47. (1) an offshore company 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 specified or provided for in item, and all prices and values given in respect of the share shall be stated in a currency other than the Malaysian currency.
(2) the matters may limit or deny voting rights, or assign special voting rights, for shares of such class or shares in such class as far as consistent with the provisions of this Act or the regulations.
Mengurusniagakan offshore company's own share, etc.
48. (1) an offshore company can provide financial assistance, either directly or indirectly, for the laws of Malaysia ACT 44164 purposes or in connection with the purchase of a share or shares of any subsidiary or company registered holder — (a) in the ordinary course of its business, if lending money part of the company's ordinary business is offshore;
(b) if the transaction has been approved by a special resolution of the company, and a Director has to recommend to the meeting, in writing, which means that there are no 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 (c) to employees (other than an employee who is also a Director) of the company or any of its subsudiarinya or its holder.
(2) an offshore company 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 holder the right, but the purchase of the shares, either directly or indirectly, can be made only to the extent of the excess revenue is not reserved and unrestricted access to such purchase; and if the article does provide such confirmation votes, or by the holder at least three quarter of the shares entitled to vote thereon, to the extent the excess capital that are not reserved and unrestricted access to such purchase.
(3) Notwithstanding subsection (2), provided that there are reasonable grounds to believe that the company is, or after such payment is going to be, insolvent or that the value can be the result of the company's assets are Offshore Companies, after payment of 65 that, be less than the aggregate liabilities and stated capital of the company, an offshore company 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 the offshore company 49. An offshore company may at any time, by resolution of its directors, mengkenselkan the whole or any part of the company's shares of such class a diperolehnya again, other than redeemable shares have been redeemed or purchased, and in the case of such a statement on pengkenselan shall be submitted to the Registrar within thirty days from the date of the pengkenselan.
Issue shares with a discount of 50. (1) subject to this section, an offshore company can publish with the shares of the company from discount class which has been published.
(2) no share may be issued with discounts without first getting written approval of the Registrar.
(3) an application for the issue of shares with a discount shall be made to a trust company, and shall be accompanied with the names and addresses of all members together with the notice addressed to such member told them about the publication of a proposed and specifying the maximum discount rate the shares to be issued.
(4) trust companies to whom application is made shall, upon receipt of the application and the notice, send the notice and inform all members that laws of Malaysia ACT 44166 him it addressed that any objection shall be conveyed to the Trust received by the company within forty-two days from the date of the notice.
(5) the expiration of sixty days from the date of delivery of the notice referred to in subsection (3), the trust company shall deliver the application, together with the objections he received, to the Registrar.
(6) if such an application is made, the Registrar may, if, in view of the circumstances of the case and any objection, it sees fit to do so, pass the publication on such terms and conditions as it thinks fit.
Variation of share capital 51. (1) an offshore company may, by special resolution, alter the conditions of the memorandum and perkaranya by any one or more of the following ways:

(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) memecahbahagikan share or any of the shares to the smaller share of the lesser amount set by the memorandum or such things, so that in the way with breaking the rate between the amount due by the amount (if any) unpaid on each reduced share shall be the same as in the case of shares of which the reduced share is derived;
(d) convert all or any share paid up capital to stocks and convert the shares to the share paid up from any stage of value;
(e) mengkenselkan shares that, 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;
Offshore Company 67 (f) memeringkatnilaikan the currency any share by changing share diperingkatnilaikan in one currency to the amount of shares the same in other currencies with the written consent of the creditor, if any;
(lA) Something pemeringkatnilaian the currency of any of the shares under paragraph (1) f) shall be deemed to not implement the pengkenselan existing shares and the issuance of the new shares.
(2) a pengkenselan shares under paragraph (1) (e) shall not be deemed to be a reduction of share capital within the meaning of this Act.
(3) If, under subsection (1), an offshore company have added share capital 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.
(4) where any offshore company fails to comply with subsection (3), the company and every officer of the company who is in default commits an offence against this Act.
Penalty: one thousand dollars. Default penalty.
Confirmation of the issued shares with should not be 52. If an offshore company have the form published or be apportioned share, and the share allotment or publication shall be invalid by reason of any provision of this Act or by the memorandum or the company or otherwise, or the terms of publication or allotment that is inconsistent with or not permitted by any provision of it, the Court may, on the application submitted to it by the company or by a holder or holders of mortgages of any such shares or by a creditor of the company , and when satisfied that in all the circumstances was fair and equitable to do so, make laws of Malaysia Act 44168 an order confirming the publication or the share allotment, or confirm 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 , holder of mortgages or the creditors to the Registrar, the 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 of 53. (1) subject to the Court, an offshore company may, if permitted by the perkaranya, through a special resolution reduce the share capital by any means 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 for the benefit of the company as a whole 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.
(2) if the proposed share capital reduction involving the reduction of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, and in any other case if the Court mengarahkaan so — (a) every creditor of the company offshore, on a date fixed by the Court, be entitled to any debt or claim which, if that date beginning for winding up the , be admissible as evidence against the company, shall be entitled to object to the reduction;
Offshore companies (b) 69, unless the Court is 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 them, and can publish a notice which sets out the last day or the previous creditors that are not recorded in the list can claim to recorded so; and (c) where a creditor that is recorded in the list that debt or claim is not paid or is not disconnected do not agree with the reduction, the Court may set aside the agreement of the creditors when the company that guarantees payment of offshore debt or claim to isolate, as directed by the Court — (i) if the company admits the full amount of the debt or claim, or even not to admit it , agreed to stage it, the full amount of the debt or claim; or (ii) if the company does not admit, and not ready to convene, the full amount of the debt or claim, or if those amounts are contingent or is not disconnected, an amount fixed by the Court after investigation and judgment of its kind as if the company is wound up by the Court.
(3) Notwithstanding the provisions of subsection (2), the Court may, in view of the circumstances of a case, direct that all or any of the provisions of that subsection does not apply in respect of any class of creditors.
(4) the Court, if satisfied in respect of every creditor entitled to object under subsection (2), that either consent to the reduction has been obtained, or debt or claim has been settled or decided or has guaranteed, shall make an order confirming the reduction on such terms and conditions as it considers the laws of Malaysia ACT 44170 fit, and may require such offshore companies publish as directed by the Court of the reasons for the reduction or any other information that it considers to be modified benefit by the Court, and, if the Court thought fit, 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 the offshore as varied by the order, the number of shares that the shares to be distributed and the amount per share and the amount, if any, on the date of the order, characterized 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 submitted so shall become effective.
(7) the certificate of the Registrar shall be conclusive evidence that all the requirements of this Act with regard to the reduction of share capital have been complied with and that the share capital of an offshore company as specified 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 replace the details corresponding to the memorandum, and such replacement and any additions that are ordered by the Court to be made at the offshore company name must (in the case of any addition to the name, for the period specified in the court order) are deemed to be variation of the memorandum for the purposes of this Act.
(9) a member, past or present, shall not be liable in respect of any share of any call or the lesser contribution exceeds the difference between the amount of shares set by the order with the amount payable, or the amount of the reduced is deemed to have paid on the shares, as the case may be, but if any creditor entitled to object to the reduction due to 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 reduction of the offshore company is unable, according to the Offshore Company 71 the meaning of provisions of this Act concerning the winding up by the Court, pay the amount of the debt or claim — (a) every person who is a member of the offshore company at the date of the submission of a copy of the court order for the reduction shall be liable to contribute for the payment of debts or claims that a total amount of not more than the amount he was supposed be liable to contribute if the company has been wound up on the day before that date; and

(b) if the offshore company wound up, the Court, upon the application of any creditor and when proven to be kejahilannya about the proceedings for 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 they were regular contributors in a winding up, but nothing-nothing in this subsection shall affect the rights of the contributors among their own.
(10) any officer of the company offshore — (a) bersengaja hides the name of any creditor entitled to object to the reduction;
(b) bersengaja misstated the type or amount of the debt or claim of any creditor; or (c) help, menyubahati or become a party to any such concealment or misrepresentation, be guilty of an offence against this Act.
Penalty: imprisonment for three years or ten thousand ringgit or both.
Rights holders of preference shares must be stated in article 54. (1) no offshore company can be apportioned, or convert preference shares issued shares, preference shares become laws of Malaysia ACT 44172 unless there is specified in perkaranya will be the shareholder rights of repayment of capital, the participation in the assets of surpluses and profits, cumulative cumulative dividend or not, voting and preference capital and dividend payments relating to other shares or classes of preference shares to another.
(2) Publication by an offshore company are preference shares which staged pari passu with the existing preference shares issued by the company shall be deemed to be a variation of rights terkembar with the existing preference shares unless the issue of the shares of the first-mentioned permitted by the terms of the issuance of the preference shares or by the things that are in effect at the time the existing preference shares issued.
(3) in the event of default in complying with this section, the offshore company and every officer of the company who is in default commits an offence against this Act.
55 redeemable preference shares. (1) subject to this section, an offshore company with share capital may, if authorized so by perkaranya, 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 may be provided by the matter.
(2) the Redemption shall not be treated as reducing the amount of the authorised share capital of the company.
(3) the Shares can't be redeemed — (a) with the exception of profits should be able to be obtained 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.
Offshore Company 73 (5) If any share is redeemed other than with the results of a new publication, shall, from the profits should be able to be obtained 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 an offshore company shall except as 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, an offshore company has to redeem, or almost want to redeem, any preference shares, it can 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, as far as in respect of 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 is not published to the company to be issued to members of the company as fully paid bonus shares.
(8) If an offshore company to redeem any redeemable preference shares, it shall, within one month after you do so, give notice thereof to the Registrar stating the shares have been redeemed it.
CHAPTER 4 DEBENTURES Interpretation 56. In this Chapter, unless the context otherwise requires — "the company of the borrower" means an offshore company are or will be under a liability, whether or not the liability at the present time or in the future, to pay back any money received or receivable laws of Malaysia ACT 44174 by it as a response to an invitation to the public to apply for purchase or purchase debentures of the company;
"penggerenti company", in respect of the borrower's company, means an offshore company that has been menggerenti, or menggerenti, has agreed to repay any money received or receivable by the company of the borrower as a response to an invitation to the public to apply for purchase or purchase debentures of the company of the borrower.
The power to issue debentures 57. (1) subject to these Terms and the terms and conditions of the memorandum or perkaranya, an offshore company shall have power to issue debentures to non-residents of Malaysia upon such terms and conditions as he may think fit and in particular, but without limiting the generality of the referred to above, can issue debentures — (a) on which a charge for any or all of the assets of the company;
(b) that can be changed from the debentures to shares in the company; or (c) as a secured debenture.
(2) the debt due under any debentures, whether sealed or signed on behalf of the company, shall be a special debts of the company, and if the debentures issued by the branch of a company, shall be located in the branch.
(3) the Minister may make regulations — (a) restrict the right of an offshore company or any particular class of offshore companies to issue debentures convertible into shares; and (b) prescribing the terms and conditions or event on which the conversion you want to or can be done.
The offshore companies offshore Companies 75 shall maintain the register of holders of debentures of 58. (1) subject to the provisions of this section, every offshore company which issued debentures shall keep and maintain in the registered office in Labuan — (a) a register of holders of debentures of that; and (b) a copy of all terms for debentures issued so.
(2) every register of holders of debentures of a company offshore shall, except when closed the successful completion, open for inspection of the registered holder of any such debentures and any holder of shares in the company, and shall contain, in the case of ordinary debentures, details of the name and address of the holder of the debentures and the amount of debentures held by every one of them.
(3) for the purposes of this section, a register of holders of debentures shall be deemed to be closed with the completion of the if is closed in accordance with the provisions contained in article, or in debentures or debenture stock certificate, or in the trust deed or other document relating to or get the debenture, within the period or periods, which in agregatnya not more than thirty days in any calendar year , as specified therein.
(4) any registered holder of debentures issued by, and any holder of shares in the company, an offshore shall, upon his request, supplied by the company with a copy of the register of holders of debentures of the company or any part thereof, on payment of an amount, not exceeding five dollars, as required by the company, but the copy does not have to include any details regarding any of the holders of the debentures in addition to your name and address and debentures held by him.
(5) a copy of any trust deed relating to or for any publication of debentures by an offshore company should be submitted by the company to holders of debentures that upon his request, on payment of an amount, not exceeding five dollars, as required by the company.
Laws of Malaysia ACT 44176 (6) if the inspection is not allowed, or a copy of the not given or not submitted, within a reasonable (but not more than one month) after a request made in accordance with this section, the offshore company and every officer of the company who is in default commits an offence against this Act.
Penalty: one thousand dollars. Default penalty.
(7) every offshore company which issued debentures shall, until every debentures were redeemed and dikenselkan, submit to the Registrar, at least once in every calendar year, a statement of debentures which States the particulars prescribed.
Debentures of the sustainable

59. a condition contained in a debenture, or in a deed for a debenture, shall not be invalid merely by reason of the debentures are made irredeemable or redeemable only upon the happening of a contingency, however little (remot) whatsoever, or upon the expiration of a period, however long though, notwithstanding the pillars of law or equity to the contrary.
The issuance of the debentures were redeemed 60. (1) If an offshore company were to redeem any debentures — (a) unless any provision to the contrary, whether express or implied, contained in any contract made by the company; or (b) unless the company has, with the approval of a resolution for that purpose or by any other Act, stated his intention that the debentures of dikenselkan, the company shall have power to reproduce the debenture, either by publishing the same debentures or by the issue of debentures to replace it, but the publication of a debenture or debenture in place of publication something that the other 77 Offshore Company under this subsection shall not be taken into consideration as the publication of a new debenture for the purposes of any provision limiting the amount or number of debentures that can be published by the company.
(2) when debentures were redeemed reproduced, the person entitled to the debentures shall have, and shall be deemed always to have had, the same priority as if debentures that were never redeemed.
(3) If an offshore company has deposited any debenturnya for advances for a current account or otherwise, the debentures shall not be deemed to have been redeemed solely by reason of the company's accounts were no longer in debit while the debentures remained so deposited.
Trustee for holders of debentures of 61. (1) every company offering offshore debentures to the public to apply for purchase or purchased under this Act shall make provision in such debentures, or in a trust deed relating to the debenture, for appointing a trust company as trustee for holders of debentures.
(2) a company borrower cannot be apportioned any debentures until a trust company was appointed as trustee for the holders of the debentures.
(3) in the event of default by the borrower at a company 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.
(4) No person, other than a trust company may act as trustee for holders of debentures.
Duty of trustee 62. (1) a trust companies when acting as trustee for holders of debentures of — (a) shall exercise reasonable efforts to determine whether or not the borrower's assets the company laws of Malaysia ACT 44178 and each company penggerentinya, which has or may have whether as security or otherwise, sufficient, or is likely to be or would be sufficient, to explain the principal debt if and when it is payable;
(b) shall be to his satisfaction that every prospectus relating to the debenture does not contain any item that is not in accordance with the terms of the debenture or deed of trust which is relevant;
(c) shall exercise reasonable efforts to determine whether or not the borrower companies and each company penggerentinya has committed any breach of the Covenants, terms and provisions of the debenture or deed of trust;
(d) unless it is satisfied that the breach of the Covenants, terms and provisions of the debenture or deed of trust that will not harm materially collateral (if any) for debentures or debenture holder's interest, shall take all steps and do all things which it is authorised to perform for the borrower company and any company penggerentinya meremedikan any breach of the Covenants, terms and such provision;
(e) if the borrower's company or any company penggerentinya fails, when required by the trust company, meremedikan any breach of the Covenants, terms and provisions of the debenture or deed of trust that, should present the matter at a meeting of the holders of the debentures, produce any proposals to protect their investments as may be deemed necessary and appropriate by the trust company and shareholders ' instructions thereto; and (f) if the borrower companies submit to the holder of a compromise or arrangement, shall give to the holder a statement that describes the effect of the compromise or arrangement and, if he thinks fit, recommend to them a course of appropriate action to be taken by them in connection with it.
Offshore Company 79 (2) If, after reasonable inquiry, the trust company acting as trustee for holders of debentures at any time are of the opinion that the company's assets of the borrower and the assets of any company penggerentinya which has or ought to have, whether as collateral or otherwise, insufficient or might not be sufficient to explain the principal debt if and when it is due , the Trustees may submit an application in accordance with the prescribed form to the Registrar to obtain a direction under this subsection and the Registrar may, on the application, after giving the company the borrower an opportunity to make representations in respect of the application, through written instructions delivered to the company at the registered office in Labuan, impose any restrictions on the company's activities, including restrictions on advertising to get the deposit or loan and about borrowing by the company , as may be deemed necessary by the Registrar in order to protect the interests of holders of debentures, or the Registrar may, and if the company so requires, the borrower shall direct the trust companies that submit an application to the Court for an order under subsection (4) and trust companies shall apply accordingly.
(3) where — (a) after reasonable investigation, trust company acting as trustee for holders of debentures at any time are of the opinion that the company's assets of the borrower and the assets of any company penggerentinya which has or ought to have inadequate, or might not be adequate for explaining the main debt if and when it is payable; or (b) the company has contravenes or fails to comply with a direction made by the Registrar under subsection (2), the trust company may, and if the company lenders have asked trust companies trust companies to do so, shall, apply to the Court for an order under subsection (4).
(4) where an application is submitted by the trust company to the Court under subsection (2) or (3), courts, laws of Malaysia Act 44180 after giving the company the borrower a chance to be heard, may, by order, do all or any of the following matters, that is to say — (a) direct the trustee so that calling a meeting of the debenture holders for the purpose of presenting in front of them any information relating to their interests as may be deemed necessary or appropriate by the trust company and for the purpose of getting their instructions thereto, and to any direction in relation to the conduct of the meeting as the Court may think fit;
(b) withhold all or any action or proceeding before any court by or against the company of the borrower;
(c) prevent the payment of any money by the corporate borrower to holders of debentures of the company or to any class of holders of the debentures;
(d) appoint a receiver of any property that is collateral (if any) for the debentures or any part thereof;
(e) give any further instructions from time to time as may be necessary to protect the interests of holders of debentures of the company, a member of the borrower or any company or public penggerentinya, but in making any such order of the Court shall take cognizance of the rights of all creditors of the company are the borrower.
(5) the Court may vary or revoke any order made under subsection (4) as he may deem fit.
(6) a trust company, in the making of any application to the Registrar or the Court, shall take note will form and type of collateral given current debentures that are offered to the public, and, if there is no collateral given, shall take note will position the holder of debentures as unsecured creditors of the borrower.
Offshore Company 81 (7) a trust company can rely on such certificate or report given or statement made by any advocate, auditor or officers of the company of the borrower or company penggerenti if it has reasonable grounds to believe that the advocate, auditor or the officer competent to grant or make recommendations, reports or the statement.
Obligations of the directors of the borrower is 63. (1) where a trust company acting as trustee for holders of any debentures of, a company of the borrower, the borrower's company Director shall — (a) at the end of a period not exceeding three months which ends on the day that the trust company is hereby required to notify the company of the borrower in writing; and

(b) at the end of each subsequent period thereafter, i.e. a period of three months or any shorter time permitted by the trust company in any special circumstances, provide a report in respect of that period and comply with the requirements of subsection (2) and, within thirty days after the end of each period, submit a copy of the report in respect of that period to the Registrar and to the trust company.
Penalties: ten thousand dollars. Default penalty.
(2) the report referred to in subsection (1) shall be signed by not less than two directors on behalf of all the directors and shall state in detail any prejudice the security or the interests of holders of debentures and, without prejudice to the generality of the referred to above, shall state — (a) whether or not the limitation of the amount that the company can borrow has been exceeded;
(b) whether or not the borrower companies and each company penggerentinya was in compliance and perform all the Covenants and provisions according to the borrower's company laws of Malaysia ACT 44182 and company penggerenti that respectively through or in debentures or any deed;
(c) whether or not any event has occurred that has resulted or may result in debentures or any provision of the relevant trust deed enforceable and, if so, details of the incident;
(d) whether or not any circumstances affect the borrower's company, its subsidiaries or its penggerentinya or any of them have occurred that materially prejudice to any mortgage or charge created by debentures or of any trust deed and, if so, details of the circumstances;
(e) whether or not there have been any substantial changes in the nature of business of the company of the borrower or any of its subsidiaries or any company penggerentinya since the debenture issued to the public that formerly were not reported as required by this section and, if so, details of the change; and (f) if the company has to deposit money with the borrower, or lend money to, or assume any liability, a company pursuant to section 4 shall operate in relation to the borrower company, details of — (i) the total amount that has been deposited or lent such and extent of any liability that has been taken over in the period covered by the report;
(ii) the total amount owed to the borrower in respect of the money has been deposited or lent such and extent of any liability has taken over that as at the end of the period covered by the report, to distinguish between deposits, loans and acquisition liabilities secured by unsecured, but excluding any deposits with Offshore Company 83 or loans to or any liabilities acquired on behalf of a company if the company has menggerenti payment repaid debentures of the company of the borrower and have guarantee the guarantee with a charge on its assets for the benefit of the trust company acting as trustee for holders of debentures of the company of the borrower.
(3) where a trust company acting as trustee for holders of any debentures issued by a company of the borrower, the borrower companies and each company penggerenti which has menggerentikan repayment of money that has been diperdapatkan by way of the debentures shall, within twenty-one days after the creation of the charge, giving the company a trust on behalf of the debenture holders, whether or not any claim shall have been made , details of any charge created by the company or the company penggerenti, as the needs of the situation, and if the amount to be advanced on bail of charges is not specific (within seven days after the advance) details about the amounts or the amounts actually first, but if any such advances consolidated in a current account with bankers or trade, is sufficient for details of the net amount outstanding in respect of any advances is given every three months.
(4) the Director of every company borrowers had issued debentures to the public and a Director of every company penggerenti which has menggerenti repayment of money diperdapatkan by way of the debentures to the public shall, on a date not later than nine months, or in the case of a specific company, later than any other period for the time specified by the Registrar, with the agreement of trust company acting on behalf of holders of debentures of the company , after the expiration period of each financial year of the company, causing made and delivered to the Registrar and to the trust company a profit and loss account together with a detailed statement about the outstanding liability under the debentures for the period starting from the end of the financial year to the expiration of the period of six months after the end of that financial year and a balance sheet as at the end of the period of intended by the profit and loss account.
Laws of Malaysia ACT 44184 (5) where a company penggerenti, which is a company incorporated in any State or territory that is named for the purposes of this section by the Minister, handed over to the relevant authorities in any State or territory named it a profit and loss account and balance sheet for the relevant period, it shall be sufficient compliance with the requirements of subsection (4) if , with the agreement of trust company acting as trustee for holders of debentures of the company of the borrower, was handed over to the Registrar the trust company and certified copies of the profit and loss account and the balance sheet submitted in this regard.
(6) If a Director of a company borrower does not deliver to the company the trust acts as trustee for holders of debentures of the company a report required by subsection (1), or if a Director of a company of the borrower or the Director of a company penggerenti does not deliver to the Registrar the trust company and the profit and loss account, detailed statement and balance sheet as required by subsection (4) within the time specified the trust, the company shall, as quickly as possible, submit notice of that fact to the Registrar.
The company's obligation to provide information 64 penggerenti. (1) for the purposes of the preparation of any report required by this Act that was signed by or on behalf of the Director of a company of the borrower or any of them, the company may, by notice in writing, require any company penggerentinya to provide him any information relating to the company penggerenti is required by this Act so contained in the report, and the company penggerenti it shall give such information to the borrower before a date , which is a date not later than fourteen days after the notice is given, as specified in that behalf in the notice.
(2) a company penggerenti that do not comply with the requirements contained in the notice given pursuant to subsection (1) and every officer of the company who is in default commits an offence against this Act.
Penalties: ten thousand dollars. Default penalty.
The company's 85 Offshore borrowings and deposits shall be repaid immediately upon the occurrence of certain 65. (1) where in any prospectus issued in connection with an invitation to the public so that apply for purchase or purchase debentures of a company offshore there is a statement about any purpose or specific project for which money received by the company as a response to the invitation is to be used, the company shall from time to time report to the trust company acting as trustee for holders of debentures of the company on the progress that has been made in achieving that purpose or accomplish the project.
(2) each report shall be included in reports required to be given to the trust company under subsection 63 (1).
(3) if it appears to the trustee to whom a report submitted by the company of the borrower that the purpose or project that has not been achieved or completed in the time specified in the prospectus in which the purpose of the project or want to be achieved or completed or, if no time is stated, within a reasonable time, the trust company may, and, if in its opinion it is necessary to protect the interests of holders of debentures of the the trust, the company shall, give notice in writing to the company that requires it to pay back the money that has been received by the company and, within one month after notice is given, submit a copy of the notice to the Registrar.
(4) a trust company may not give notice in accordance with subsection (3) if it is satisfied that — (a) that the purpose or project has been largely achieved or completed;
(b) that the interests of the debenture holder has not been termudarat by failure to achieve or accomplish the purposes or the project within the time stated in the prospectus or in a reasonable time; or

Laws of Malaysia ACT 44186 (c) that failure to achieve or accomplish the purposes or the project due to the circumstances, in addition to a lack of money, beyond the control of the company which cannot be reasonably expected by the company at the time the prospectus was issued.
CHAPTER 5 the IMPORTANCE of OTHER shares, DEBENTURES, etc.
Interpretation of 66. In this chapter, unless the context otherwise requires — "interest" means any right to seek or participate, or any interest, whether enforceable or not, and whether the actual, prospective or contingent — (a) in any profit, assets or production of any undertaking or business or financial scheme, whether in Malaysia or elsewhere;
(b) in any joint enterprise, whether in Malaysia or elsewhere, where rights holders or the interest affected to expect profit, rent or interest from the sponsors of the joint enterprise or a third party; or (c) in any contract investment, whether or not the right or interest that is evidenced by a formal document, and whether or not such rights or interests in relation to a physical asset, but shall not include — (a) any shares in, or debentures of, a corporation;
(e) any interest in, or arising from, any life insurance policy;
(f) 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 person who the company's Offshore business usually 87 or included sponsorship undertaking, scheme, enterprises or similar investment contracts; or (ii) is an agreement, or included in a class agreement, as prescribed by the regulations for the purposes of this paragraph;
"investment contract" means any contract, scheme or arrangement which in the materially and irrespective of their form, involving an investment of money in or under any circumstances in which investors can acquire or acquire an interest on, or right in respect of, property, under or in accordance with the terms of the investment, will or may, at the option of the investor, used or to be used in conjunction with any other interest on , or other rights in respect of, property acquired in or under similar circumstances;
"company management", in respect of any interest that has been published or any deed in respect of any interest of the issued or proposed to be published means a company by whom or on behalf of the interests that have been issued or proposed to be published, and includes any person who is currently carrying out the functions of the management company.
The deed approved 67. For the purposes of this Chapter, a deed shall be an approved deed if — (a) the Registrar has given his approval for the deed under this Term; and (b) the Registrar has given his approval under this Term for trust companies who were appointed for the purpose of the deed that acts as a trustee or representative, and the approval has not been revoked and the trustee or Attorney that has not ceased to hold office.
Approval of the deed 68. (1) where a deed to make provision for the appointment of a trust company as trustee laws of Malaysia ACT 44188 or representatives for stakeholders issued or proposed to be published by a company offshore or foreign offshore companies, the Registrar may, subject to this section, giving his approval for the deed.
(2) the Registrar may not give his approval for a deed unless the deed — (a) provides that no part of the interest intended by the deed can be offered to residents of Malaysia;
(b) comply with the requirements of this Chapter; and (c) provide for any other matters and things required by or under rules that are included in the deed, and if regulations have been made prescribing the charges that may be imposed by a management company, unless the deed provides for — (i) that the charges to be imposed by the management company does not exceed any prescribed amount or percentage; and (ii) that the price for which the interest intended by the deed to be sold or purchased by the company management that is consistent with the regulations in relation to the price.
Interest shall be published by the company offshore or foreign offshore companies only 69. No person, except an offshore company or offshore companies or agents of a foreign company such duly authorized for that purpose under the seal of the company, can publish or offer to the public to apply for purchase or purchased, or may invite members of the public applying for purchase or purchase, any interest.
Statement shall be issued 70. Prior to an offshore company or offshore companies or agents of a foreign company such issue or offer to the public to apply for purchase or purchased, or Offshore Companies would like to invite members of the public applying for 89 buy or purchase, any interest, the company shall issue, or doom released a written statement thereon, in which case the statement shall for all purposes be deemed to be a prospectus issued by a company , and all the provisions of this Act and the pillars of the law relating to prospectuses or with offers or proposals to offer to public will share applied for purchase or purchased shall, with any necessary adaptations, apply and have effect accordingly as if the interest is shares offered or proposed to be offered to the public for purchase or purchased over-the-counter, and as if the person who received any offer or invitation in connection with or for purchase or buy any interest in such applicants purchase of shares.
No publication without the deed approved 71. (1) No person shall publish or offer to the public to apply for purchase or purchased, or invite people to apply for purchase or purchase, any interest unless, at the time of publication, an offer or invitation that, some take effect, in respect of the interest, a deed is a deed of dilu1uskan.
(2) a person may not, in any deed, prospectus, statement, advertisement or other document relating to any interest, make any reference to the approval of a deed or a trustee or Attorney given under this Term.
Express stakeholders 72. (1) a management company shall, in respect of each deed which cut-link with the company, keep a register of interest under the deed and register in it — (a) the name and address of the holder;
(b) extent of holdings of every Member and, if his interest is composed of a certain interest of any property, a description of the property and is sufficient to identify the property;
Laws of Malaysia ACT 44190 (c) the date the name of each person recorded in the register as a holder; and (d) the date on which any person ceased to be a holder.
(2) of Division 4 of part V shall, to the extent applicable and with any necessary adaptations, apply to and in relation to express it.
Penalties for violations of the Terms, etc.
73. (1) a person may not — (a) contravenes or fails to comply with this Term; or (b) fails to comply with a particular covenants contained, or be deemed to be contained, in any deed or at any time has become an approved deed.
Penalty: imprisonment for three years or ten thousand ringgit or both.
(2) No person shall be discharged from any liability to any holder of an interest due to any breach of, or failure to comply with this session.
Winding-up scheme, etc.
74. (1) If a management company under a deed of dilikuidasikan or if, in the opinion of the trustee or representative of, the management company is no longer doing business or having been, with affected stakeholders intended by the deed, do not comply with the deed, the trustees or representatives shall call a meeting of such holders.
(2) a meeting under subsection (1) shall be called — (a) by sending by mail, notice of proposed, at least twenty-one days prior to the proposed meeting, the company's offshore 91 to every Member at his last known address, or, in the case of joint holders, to joint holders whose name was found earlier in the record company; and (b) by post, at least twenty-one days prior to the proposed meeting, an advertisement that gives notice of the meeting in a newspaper distributed in Labuan.

(3) where in any such meetings, a resolution approved by a majority of the majority, representing three-fourths of their value from stakeholders who were present and voted, either personally or by proxy, at the meeting that that undertaking, scheme, contract or arrangement of enterprise, intended by the deed, the trustee is wound up or representative shall apply to the Court to obtain an order confirm the ruling.
(4) where the application is made by the trustee or Attorney, the Court may, if it is satisfied that the interest of the stakeholders, confirming the ruling and may make such order as it thinks necessary or expedient for the winding up of effective will be undertaking, scheme, contract or arrangement of enterprise, that.
Liability of Trustees 75. (1) subject to this section, any provision contained in a deed, or in any contract with stakeholders intended by any such deed, shall be void in so far as it has the effect of excluding any person as a trustee or attorney under the deed of, or to indemnify a person as a trustee or representative of, the liability due to breach of trust if the trustee or his representative fails to show the level of care and effort required of a person as a trustee or Attorney.
(2) subsection (1) cannot be menidaksahkan — (a) any release which otherwise lawfully given in respect of anything done, or not done, by a trustee or attorney before the release is given; or laws of Malaysia ACT 44192 (b) any provision enabling such a release is given — (i) upon the approval of a majority of not less than three fourths of the stakeholders who voted with personally or by proxy at a meeting called for that purpose; and (ii) whether a particular act or omission of, or when the trustee or Attorney is no longer acting.
CHAPTER 6 OWNERSHIP and Transfer of shares in 76. Shares or other interest of any member in any offshore company should be movable property, transferable in the manner provided by article, and cannot be of the type of immovable property.
Number of shares 77. (1) each share in any offshore company shall be known with its own number.
(2) Notwithstanding subsection (1) — (a) if at any time all the issued shares in an offshore company, or all of the shares in issue from a certain class in the company, has been fully paid and staged p ri passu for all purposes, none of the shares need thereafter have an identification number as long as it's still fully paid and staged p ri passu for all purposes with all shares of the same class currently issued and fully paid; or (b) if the issued shares in an offshore company is evidenced by a certificate in accordance with section 78 and each such certificate known as the number that Offshore Companies own the number 93 and recorded in the register of members, none of the shares must have an identification number.
Certificate shall be evidence of ownership 78. (1) a certificate, under the seal of an offshore company or any of its branches, specifying any shares held by a member shall be prima facie evidence of respect against the shares.
(2) every certificate of share shall be under the seal of the offshore company or its branches and shall state — (a) the company name and the authority under which the company is established;
(b) the address of the registered office of the company in Labuan or, if such certificate issued by a branch of the company, address of the branch;
(c) the nominal value of the share and extent has been paid; and (d) the class of shares.
(3) 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 offshore company and every officer of the company who is in default commits an offence against this Act.
Offshore companies can have the seal of the 79 shares. An offshore company may, if permitted by the perkaranya, have a seal on his face there the company name and the words "seal of the Shares", and a certificate under the seal of the share shall be deemed to have been sealed with the common seal of the company for the purposes of this Act.
Instrument of transfer, and the transfer by personal representatives of 80. (1) an offshore company can not register a transfer of shares in or debentures unless a proper transfer of instruments have been sent to submit laws of Malaysia ACT 44194 that, 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 moved with the force of law.
(2) a transfer of shares, debentures or other interests made by the deceased's personal representative shall, although the personal representatives of itself rather than members 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 the transfer.
(3) Submission to an offshore company any document which by law sufficient evidence that will, the probate or letter of administration of the deceased's estate has been given to a person, shall be received by the company, notwithstanding anything in the perkaranya, 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 on the offshore production certificate of 81. (1) every offshore company shall, within two months after the allotment of any share or debenturnya, and within one month after the date of a transfer (other than a transfer of the company, for any reason, to refuse to be registered and did not register) any share or debenturnya submitted to the company, complete and provide to dihantarserahkan all certification and debentures in respect related to allotment or transfer the , unless the conditions of issuance of shares in or debentures of the allocated otherwise.
(2) in the event of default in complying with this section, the offshore company and every officer of the company who is in default commits an offence against this Act.
Penalty: one thousand dollars. Default penalty.
Offshore Company 95 (3) If an offshore company that has delivered the notice requires it improve any default in complying with the provisions of this section do not improve the default within twenty-one days after the notice is served, the Court may, on the application of the person entitled to dihantarserahkan recommendation for shares in or debentures of the company, direct and every officer of the company so as to improve the default within the time specified in such order , 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 it deems fit by the Court.
CHAPTER 7 EXPRESS CHARGES disapplication of Chapter 82. There is nothing in this Chapter shall apply to charges created by foreign offshore companies on the property outside Malaysia.
Express charge 83. (1) every company offshore or foreign offshore company shall keep in the registered office a register of charges and shall be recorded therein all charges involving the assets of the company within one month after the creation of the charge, giving in each case a brief description of the property digadaikan, the amount being recovered through charges that, the name of the chargee or persons entitled to the charge against , and details concerning the settlement or exemption from the charge.
(2) where any property of an offshore company or offshore company without foreign digadaikan made entries required by subsection (1), every officer of the company with disedarinya and with bersengaja authorizes or permits the omission of such record commits an offence against this Act.
Penalties: ten thousand dollars.
Laws of Malaysia ACT 44196 (3) every company offshore or foreign offshore company shall cause a copy of every instrument creating any charge stored in the registered office.
(4) the register of charges and a copy of the instrument which kept pursuant to this section shall be open to the inspection of any creditor or member of the company at any reasonable time without a fee.
(5) in the event of default in complying with subsection (3) or (4), the offshore company or offshore foreign company and every officer of the company who is in default commits an offence against this Act.
Penalties: Two thousand dollars. Default penalty.
Notice regarding the establishment and settlement of charges

84. (1) Every offshore company or offshore foreign company shall, within one month after the creation of every charge, submit a statement of particulars to the Registrar, and within one month after the charge was completed or released, deliver a notice in accordance with the prescribed form to the Registrar.
(2) in the event of default in complying with this section, the offshore company or offshore foreign company and every officer of the company who is in default commits an offence against this Act.
Penalties: Two thousand dollars. Default penalty.
Part V ADMINISTRATION and MANAGEMENT OFFICE and TERM 1 NAME registered office 85 offshore. (1) every offshore company shall at all times have a registered office in Labuan, which Office shall be the principal office of a trust company.
The company's offshore 97 (2) notice of the place where the registered office of a company offshore shall be given in accordance with the prescribed form to the Registrar within one month after the date of incorporation of the company.
(3) If an offshore company changed its registered office, it shall give notice of the Exchange in accordance with the prescribed form to the Registrar within one month after the Exchange.
(4) a trust company shall display in its main offices, in a place easily visible in Latin that illegible, offshore company name have registered at his Office.
(5) 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: one thousand dollars. Default penalty.
The name should be displayed in all offices and found on seals, letters, etc.
86. (1) every company offshore or foreign offshore companies should be paint or put, and ensure painted or placed, its name in a place easily visible, in an easily read in Latin, on the outside of every Office or place in which its business is carried out.
Penalty: one thousand dollars. Default penalty.
(2) the name of an offshore company or offshore foreign company shall (whether or not it carries on business under a business name) found 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, the laws of Malaysia ACT 44198 and event of default in complying with this subsection, the company commits an offence against this Act.
(2A) the name of an offshore company or offshore foreign company shall (whether or not it carries on business under a business name) found in Latin that is easily read and company number for offshore company or offshore foreign company shall be found in the memorandum and articles of the Association and any other documents may be required, and in the event of default in complying with this subsection , the company commits an offence against this Act.
(3) If an offshore company or offshore foreign company has changed its name, the company name formerly shall also available under the name 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 period of not less than twelve months from the date of the changeover.
(4) where an officer of the company or offshore companies offshore foreign 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 the name suggests there is no such;
(b) remove or allow any business letter, statement of account, invoices or official notice or publication in which the company name or the name previously (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 endorsements, order, receipt or letter of credit in which his name or the name previously (if applicable) are not referred to as such; Offshore Companies or 99 (d) sign or permit signed, on behalf of the company, the memorandum and articles of the Association or any other document prescribed by the Registrar when the name and number of the company for the offshore company or offshore companies not mentioned such foreigners, 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 previously (if applicable) not mentioned he shall in addition be liable to the holder of the instrument or the order of the amount due to him unless it was paid by the company.
Penalty: one thousand dollars. Default penalty.
TERM 2 DIRECTORS and OFFICERS Directors 87. (1) every offshore company must have at least one Director who may be a Director resident.
(2) No person, other than a trust company officer or a domestic company wholly owned trust companies that provided for the appointment by the trust company, can act or appointed as a Director of a company resident offshore: provided that an officer of a domestic or foreign company given licence or registered under the Insurance Act * 1963 [Act 89] , Islamic Banking Act 1983 [Act 276], Takaful Act 1984 [Act 312] or of the banking and financial institutions Act 1989 [Act 372] provided for the appointment by the company of the foreign or domestic, as the case may be, may act or appointed as a resident of an offshore company in which domestic or foreign companies that hold shares. * NOTE — Insurance Act 1963 [Act 89] has been repealed by the Insurance Act 1996 [Act 533] – see section 214 of the Act 533.
Laws of Malaysia ACT 441100 (3) any vacancy outside the Director may, in so far as matters of an offshore company is not allocated otherwise, 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 on the application of a member of the company.
(4) subject to any provision to the contrary in the matter of an offshore company, a Director of an offshore company may be a corporation and the Corporation may act on its own or through a nominee to be appointed in writing and such Corporation be appointed or act as a Director of more than one company.
(5) the Director of a company resident offshore is not subject to retirement, but he may, upon agreement between the trust companies that prepare it for the appointment and offshore companies that he was appointed resident Director, replaced by an officer of the trust companies at any time.
(6) a Director resident an offshore company is entitled to vote on a resolution of the Board of Directors without disclose his interest as a Director of any other offshore companies.
(7) the notice is received by a Director resident offshore company cannot be deemed to be notice to the company unless the notice specifically given to the Director of the resident as a notice to the company.
(8) a Director of a company offshore may not disclose to 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 implies a fraud is being or will be practiced by the company or by any of its members or any of its directors or to the company or any of its members.
Offshore Company 101 (9) a Director or resident Director of an offshore company which disclose, to any person, or use for any purpose, any information obtained by reason of his Office berlanggaran with subsection (8) commits an offence against this Act.
(10) fee for a Director resident an offshore company payable by an offshore company shall be paid to the trust companies that set it up for appointment in any way and at any time as agreed between the trustee and the offshore company.

(11) Notwithstanding any other provision of this Act or any regulation to the contrary, and unless otherwise provided for in article that an offshore company, a Director of the resident shall not be charged any penalties provided for under this Act for any damage caused to or suffered by any person however the consequential loss whatsoever, other than by reason of the acts of wrong-conduct that deliberately , default or neglect of the resident Director deliberately.
Consent to act as Director of the 88. A person cannot be appointed or named as a Director or proposed Director in the matter of an offshore company or a prospectus, unless before the registration of the thing or the production of the prospectus, the person has by itself or by his agent authorized in writing in that behalf, sign and cause to be surrendered to the Registrar, a written consent to act as a Director.
Validity of acts of Directors 89. Action is a Director of an offshore company are valid notwithstanding any defect in the appointment or his entitlement.
Laws of Malaysia ACT 441102 power of Registrar to prevent people from managing offshore company 90. (1) the Registrar may issue a direction that a person, whether in Labuan or elsewhere — (a) who has been convicted of any offence relating to sponsorship, formation or management of a corporation;
(b) who has been convicted of any act involving fraud or dishonesty; or (c) who is a person who is bankrupt or insolvent, is missing his entitlement to act as a Director or sponsors, or by any means, whether directly or indirectly, to out-link with, or participate in, the management of an offshore company.
(2) after an instruction issued by the Registrar under subsection (1), an offshore company can then than that does not appoint or retain a person who has lost his entitlement to such as a Director and someone who lost such eligibility without permission of the Court to act berlanggaran with the command commits an offence against this Act.
Penalty: imprisonment for three years or ten thousand ringgit or both.
Disclosure of interest in contract, property, position, etc.
91. (1) subject to this section, every Director of an offshore company which in 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 the type of significance at Board meetings of the company or cause circulated in writing to all other directors details of such significance.
Offshore Company 103 (2) subsection (1) does not apply if the interest of the Director of offshore company that's just made up of the Director or a member of an offshore company creditors interested in a contract or proposed contract with the company who first mentioned that, if the interest of the Director can be properly considered not material interests.
(3) for the purposes of this section, a Director of the resident shall be deemed to stakeholders in all contracts or proposed contracts with any offshore company that he became the Director and Director of resident shall be exempt from any requirement to distribute notices or declaration in writing; and a verbal declaration recorded in the minutes are deemed sufficient compliance with subsection (1).
(4) subject to any provision to the contrary in the matter of an offshore company, a Director of the company, shall not be for the purposes of this section, be deemed to be interested, or at any time has been interested in a contract or proposed contract, by virtue of a contract or proposed contract — (a) has been or will be made with;
(b) is for the benefit; or (c) is on behalf of a company, in accordance with the provisions of section 4, be deemed to be related companies, and because the Director is also a Director of the company.
(5) for the purposes of subsection (1), a general notice given to the Director of an offshore company by a Director which means that he was an officer or employee of an offshore company set out or another Member of a firm and he shall be deemed to be interested in any contract made with the company or the firm after the date of the notice, shall be deemed to be a sufficient Declaration of interest in relation to any contract so made but no such notice can have effect unless either it is given in a meeting of the Directors took reasonable steps to ensure that the notice is submitted and read at the meeting of the Directors following the notice given.
Laws of Malaysia ACT 441104 (6) every Director of an offshore company holding any Office, or had any property with it, either directly or indirectly, the duty or interest may be created 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 : provided that this subsection shall not apply to an independent resident unless things CA instead.
(7) a declaration required to be made by a Director under subsection (6) 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.
(8) every declaration under this section shall be recorded in the minutes of meetings where the Declaration has been made.
(9) this section is in addition to and shall not reduce the effective ride any pillar of law or any provision in a company's offshore block a Director of the company had 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 : provided that this subsection shall not apply to an independent resident unless things CA instead.
Duties and liabilities of 92 officers. (1) every officer in charge of an offshore company shall, at all times, acted honestly and use reasonable endeavours in fulfilling the duties of his Office.
Offshore Company 105 (2) an officer of an offshore company may not use in an unsafe manner should 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.
(3) an officer of a company offshore in violation of this section — (a) be liable to the company for any profit made by him and for any losses incurred by the company by reason of the collision; and (b) be guilty of an offence against this Act.
(4) this section shall be in addition to and shall not reduce any law or other legal pillars in relation to the duties or liabilities of a Director or officer of a company.
Secretary of the 93. (1) every offshore company shall appoint a Secretary or more which at least one shall be the Secretary to the resident.
(1A) subject to subsection (2) and any provision to the contrary in the memorandum of Association and an offshore company, a corporation can be a Secretary of an offshore company and the Corporation can act alone or through a nominee to be appointed in writing and may be appointed or act as Secretary for more than one company.
(2) No person shall, unless a trust company officer or a domestic company wholly owned trust companies that provided for the appointment by the trust company, can act or appointed as Secretary to the resident.
(3) subject to subsection (4), the Secretary of the offshore companies a resident shall be responsible for compliance with the requirements of this Act by the company relating to the submission of all documents to the Registrar and maintenance laws of Malaysia ACT 441106 company records at the registered office of the company and to manage the communications delivered over the company at the registered office.

(4) Notwithstanding any other provisions of this Act to the contrary, the Secretary of the resident shall not be charged any penalties provided for in this act as an officer of the company except for anything done or omitted by him in carrying out the duties of his Office, and Secretary of the resident cannot be also liable for any damage caused to or suffered by any person, however it is whatsoever arising , other than by reason of acts of wrong-conduct that deliberately, knowingly or intentionally neglect of default.
(5) an offshore company shall forthwith pay any costs, charges and expenses incurred by the Secretary of the resident in respect of anything done by him on behalf of the company under this Act.
(6) the salary of a Secretary resident offshore of a company shall be determined in the agreement between the company and trust companies that provide such officer for the appointment and shall be paid in such manner and at any time as agreed between the trustee and the offshore company.
(7) every offshore company Secretary shall be appointed by the Director of the company.
Register of Directors and Secretaries 94. (1) every offshore company shall keep in the registered office in Labuan, a register of Directors and Secretaries.
(2) the Register shall contain, in respect of each Director, in the case of an individual Director, its full name at the present time and any name previously, residential address and usually the person (if any), and the name of the trust company of which he is an officer and the registered office address, or in the case of a corporation, the full name of the Corporation, the registered office address and the name of the nominee and his representative authorized in Labuan.
Offshore Company 107 (3) the Register shall contain, in respect of each of the Secretary, in the case of an individual, its full name at the present time and any name previously, residential address and usually the person (if any) and the name of the trust company of which he is an officer and the address of the registered office of the trust company or in the case of a corporation, the full name of the Corporation, the registered office address and the name of the nominee and his representative authorized in Labuan.
(4) the register kept by an offshore company should be open to the inspection of any Director, employee or auditor of the company without charge.
(5) an offshore company shall deliver to the Registrar — (a) within one month after it incorporated, a statement in accordance with 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 a person named in the statement that ceased to be a Director or Secretary of the company, a statement in accordance with the prescribed form notifying the Registrar about the changeover and which contain in respect of each Director or Company Secretary at that 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 accordance with 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 Director and Secretary, notice in the prescribed form notifying the Registrar about the changeover.
Laws of Malaysia ACT 441108 (6) in the event of default by an offshore company in compliance 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: one thousand dollars. Default penalty.
(7) in this section "Introduction" means, in the case of any person that an identity card issued to him, identity card number, and in the case of a person who is an identity card is not issued to it, details a passport or any other similar evidence about the introduction as any.
Offence against any provision of this act committed by a Director and the Secretary 94A. If any offence against any provision of this Act has been committed by any domestic companies which are provided by a trust company to act or appointed as a resident or a resident Secretary offshore company, any person that at the time of Commission of the offence that the Director or officer of the company or the trust purporting to be acting or any such property, or has in any way or up to any extent responsible of the management of any Affairs of the trust company , or has assisted in such management, committed such offence unless he proves that it was committed without agreed or is left by him and that he has undertaken every effort to prevent the Commission of the offence as he ought to be carried out by him, by giving attention to the type of functions on the properties and all the circumstances.
CHAPTER 3 MEETINGS and proceedings of members 95. (1) subject to any limitations in the memorandum or article, Director of an offshore company can convene a meeting of members of the company in such manner and at any time and at any place within or outside Labuan as may be deemed necessary or appropriate by the Director.
Offshore Company 109 (2) Notwithstanding anything in article, Director of an offshore company shall, on the requisition of ten members or more, or member who at the date of the 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.
(3) subject to any limitations in the memorandum or item, a member shall be deemed to be present at a meeting of the members if — (a) he joined the meeting by telephone or other electronic tools; and (b) all members participating in such meeting can hear each other and can recognize voice respectively and for the purposes of this participation to be prima facie evidence for identification.
(4) a member may, at a meeting of members, represented by a proxy who can speak and vote in his stead.
(5) the following provisions shall apply with respect to the ownership of shares in association: (a) If two or more persons hold shares in association, each of them can be present by itself or by proxy at the meeting 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 96. (1) subject to any requirements to give longer notice in the memorandum or article, the Director shall give not less than seven days notice of the meeting to the person who, at the date of the notice given, it appears as a member of the register of members referred to in section 105 and who is entitled to vote at the meeting.
Laws of Malaysia ACT 441110 (2) Notwithstanding subsection (1), but subject to any limitation in the memorandum or item, at a meeting of members held berlanggaran with the requirements of the 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 or article — (a) of the total number of shares member entitled to vote on all matters to be determined at the meeting; or (b) of the votes of each class or series of shares if the Member is entitled to vote thereon as a class or series together with the absolute majority of 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.
(3) accidental Failure to give notice to a member, or the fact that a member has not received the notice, shall not make the meeting is invalid.
Quorum, the Chairman, voting, etc., at 97. (1) except as otherwise provided in article an offshore company, if an offshore company has more than one Member and two members or more to attend a meeting of members, the members appear to be a quorum, and at the meeting that — (a) any member appointed by the members present may be the Chairman of the meeting; and (b) every Member shall have one vote in respect of each share held by him.
(2) in a poll made in a meeting, one who is entitled to more than one vote is not necessary, if he voted, using all his or her vote removed all votes used it in the same way.
Offshore Company 111 (3) a corporation may, by resolution of the Director or other control bodies — (a) if the Corporation is a member of an offshore company, authorise any person as it thinks fit to act as its representative at a particular 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 the creditor, which include a holder of debentures of, a company offshore, authorise any person as it thinks fit to act as its representative at a particular meeting of members or at all meetings of any creditor of the company, and any person so authorized, shall be entitled, in accordance with the powers conferred upon him the power and until cancelled by the Corporation , to carry out, on behalf of the Corporation, all the powers which may be exercised by the Corporation if it is the individual Member, the creditor or holder of debentures of, the company.
(4) where — (a) any person in attendance at a meeting of members authorized to act as a representative of a corporation in the meeting in accordance with the powers which have been conferred by the Corporation under subsection (3); and (b) If no such power on the other hand, the person cannot be present at the meeting, the Corporation shall, for the purposes of subsection (1), be deemed to be present by itself in 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 by virtue of subsection (3).
(6) if — (a) a holding company is entitled beneficially to the total derivative of a subsidiary; or laws of Malaysia ACT 441112 (b) an offshore company with one member only, and a minute signed by a representative of the company shareholders ' authorized pursuant to subsection (3) or under a 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 or any subsidiary , made, executed or approved by or stay at an annual general meeting or an extraordinary general meeting of the company or subsidiary sea shore that has been made, effected 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 the situation, at the extraordinary general meeting of the subsidiary.
The poll by members of 98. (1) except as provided in the memorandum or an offshore company, all voting shares as a class and each share has one vote.
(2) the Director of an offshore company can fix the date of the notice of a meeting is given as the date of record to determine the shares entitled to vote at the meeting.
Action through the agreement of the members of the 99. Subject to any limitations in the memorandum or an offshore company, an action that can be taken by members at a meeting of members may be taken through resolution of all members who agree in writing or by telex, telegram, telefax, cable or any other written electronic communication, without the need for the availability of any notice.
Power of court to order the meeting was called 100. (1) If for any reason it is not practical to call a meeting in such a way meeting may be called, or to conduct the meeting in the manner prescribed by article or of this Act, the Court may, either on its own or usulnya on the application of any Offshore Company 113 Director or any member of the company 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 it thinks fit, and the Court may give any direction ancillary or consequential may deem expedient.
(2) a 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 101. (1) a resolution shall be a special resolution when the resolution was approved by a majority of not less than three fourths of the members, entitled to do so, a vote by itself or, if a proxy is allowed, by proxy, at a meeting of members of a notice not less than twenty-one days stating the intention of the resolution is to be proposed as a special resolution was given accordingly.
(2) Notwithstanding subsection (1), if approved by a majority of a majority of the members having voting rights 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 not less than twenty-one days have given.
Resolution requiring special notice 102. If in accordance with this Act, special notice required for a resolution, a resolution that shall not be effective unless the notice of intention to be mengusulkannya was given to the offshore company is not less than twenty-eight days before the meeting at which the resolution of the projected, and the company shall give the member notice of any such resolution at the time and in the same manner as the notice of the meeting given or , if it is the laws of Malaysia ACT 441114 not practicable, shall give them notice of a resolution that, in such a way that allowed by item, not less than fourteen days before the meeting, but if after notice of the intention you want to propose a resolution that has been given to the company, at a meeting called on a date twenty-eight days or less after the notice was given Notice that, although not given to the company within the time required by this section, shall be deemed to have been given properly.
The submission of a copy of the resolution of the specific agreement and 103. (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 offshore companies to the Registrar.
(2) a copy of every resolution or agreement for the time being in force shall be embodied in or added to every copy of the thing that the ruling issued after approval or agreement is made.
(3) If a matter has not yet been registered offshore company, 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 applies to — (a) a special resolution;
(b) a resolution agreed by all members of an offshore company, stipulations that if such 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 the members of one class of shareholders, which is a regularity that if such dispute, will not be effective for its meaning unless it has been approved by a particular majority or otherwise in accordance with a certain way; Offshore Companies and 115 (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 an offshore company fails to comply with subsection (1), the company and every officer of the company who is in default commits an offence against this Act.
Penalty: one thousand dollars. Default penalty.
(6) If an offshore company fails to comply with subsection (2) or (3), the company and every officer of the company who is in default commits an offence against this Act.
Penalty: twenty-five 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 offshore shall be deemed as an officer of the company.
Minutes of proceedings 104. (1) every offshore company shall cause minutes of all proceedings of members and meetings of its directors are recorded in the book kept for that purpose.
(2) unless the Registrar otherwise directs, all books: an offshore company shall be kept at the registered office of the company but the minutes book pedua or any one of which can be stored elsewhere and shall be open to the inspection of any member without charge.
CHAPTER 4 EXPRESS MEMBERS Express member 105. (1) every offshore company shall keep a register of members and register in it — (a) the name, nationality and address, and any information and other details about relevant personnel, and a laws of Malaysia ACT 441116 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 that proves the member holding and of the amount paid or agreed to be deemed to have paid on the shares of each Member;
(b) the date that the name of each person was recorded in the register as a Member;
(c) the date that any persons who cease to be a member within seven years previously had cease to be such Member; and

(d) the date of every allotment of shares to employees and the number of shares contained in each allotment.
(2) the register of members shall be prima facie evidence of any matter included therein as may be required or authorized by this Act.
(3) in the event of default in complying with this section by an offshore company, the company and every officer of the company who is in default commits an offence against this Act.
Penalties: Two thousand dollars. Default penalty.
Where the register is to be kept 106. (1) unless the Registrar otherwise directs, express bodily offshore of a company shall be kept at the registered office of the company and shall open the inspection of any member without charge.
(2) every offshore company shall, within one month after the first is stored somewhere other than the registered office of the company, submit to the Registrar, a notice of the place where the register is kept and the company shall, within one month after any change of the place where the register is kept, lodge with the Registrar notice of the Exchange.
Offshore Company as a result of default by 117 107 agents. If Express member stored in places other than the registered office of the company's offshore and by reason of any default of the person who is responsible for the Office that the company failed to comply with section 106 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 was an officer of the company who is in default.
Power of court to correct the check-108. (1) where, in respect of an offshore company — (a) the name of any person, without sufficient reason, recorded in or leave from the register; or (b) occurs in default or improper delay occurred in recorded into the register, facts about any person who has ceased 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 order rectification of the register and ordered the company to pay any damages suffered by any party to the application.
(2) the Court may, on any application under subsection (1), decided — (a) any question relating to the right or title of any person who is a party to the application so that its name is recorded in or left out of the register, whether the question arises between members or alleged members in a party and offshore companies in the other part; and (b) generally, any question necessary or expedient to be decided for rectification of the register.
Laws of Malaysia ACT 441118 (3) the Court when making an order for rectification of the register, shall be through the order, direct a notice of correction is submitted to the Registrar.
(4) no application for the correction 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.
CHAPTER 5 FINANCIAL STATEMENTS annual statement 109. (1) an offshore company shall make an annual statement containing particulars and accompanied by a copy of a document required to be included in the statement.
(2) the annual report shall be in the prescribed form for that purpose or as nearly to it as circumstances allow and shall be as of a date not earlier than fourteen days before the date of their delivery.
(3) annual statement signed by a Director or Secretary of the company shall be submitted to the Registrar, once in each calendar year, not less than thirty days before the anniversary date of incorporation of the company.
(4) subject to section 113A, annual return submitted to the Registrar shall be accompanied by a certificate of an auditor approved stating that — (a) the perfect company that accounts for the financial period ended on the date stated has been saved and a balance sheet and profit and loss account for the period and has been prepared by the auditor diauditkan; Offshore Companies and 119 (b) the Director giving the certificate under subsection (5) has been submitted with a copy of the account, and the approved auditor shall keep, for seven years, a copy of the account in respect of the certificate.
(5) the annual return of an offshore company should be accompanied by a certificate from a Director who stated that he considered the audited accounts referred to in subsection (4) or unaudited accounts, as the case may be, and certify, with or without conditions — (a) that the account shows that the company was solvent at the date as at which the account is made;
(b) that he was not aware of any circumstances which makes that account is not true; and (c) that there are no such circumstances have occurred since the date as of which the account is made which would render the company insolvent, and if perakaun shall not be given unconditionally, aspects of the condition must be stated.
(6) If an offshore company fails to comply with this section, the company and every officer of the company who is in default commits an offence against this Act.
Penalties: Two thousand dollars. Default penalty.
PART VI ACCOUNTS and AUDIT of DIVISION 1 of the accounts shall be kept 110. (1) a company shall cause to be kept offshore accounting and other records exist that would adequately explain the transactions and financial position of the company.
Laws of Malaysia ACT 441120 (2) every company and a Director 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.
(3) the accounting and other records and an offshore company shall be kept at the registered office of the company or at any other place in Labuan as the Director may think fit and the record shall be at any time open for inspection of any Director and shall be kept in such manner as will enable such records to be audited with simple and perfect.
(4) the Registrar may, in any particular case, direct that the accounting and other records of an offshore company is open for inspection by an approved auditor acting on behalf of a Director, 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.
(5) any Director of a company offshore failed to take all reasonable steps to ensure the company complies with the requirements of this section and sections 112 and 113, or an independent resident with sengajanya action has caused any default by the company under the section, be guilty of an offence against this Act.
The audited accounts shall be laid at 111. (1) the Director of an offshore company shall cause accounts audited or unaudited accounts of the company, as the case may be, laid before the company at a meeting of members is not more than nine months after the date as of which the audited accounts or accounts not audited is made.
(2) a copy of the audited accounts presented at the meeting of members shall be submitted to the Registrar within one month from the date of it set out.
Offshore Company 121 (3) If default occurs in compliance with this section, the offshore company and every officer of the company is guilty of an offence against this Act.
Penalties: ten thousand dollars. Default penalty.
The audited accounts shall be sent to the members of 112. A copy of every account audited or unaudited accounts, as the case may be, to be laid before a company offshore at a meeting of its 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 113. (1) the Director of an offshore company within ninety days they are incorporated, shall appoint a person or persons as auditors of the company.
(2) an offshore company, when it shall appoint an auditor, submit to the Registrar, within thirty days of the appointment, a notice thereof in the prescribed form, together with the auditor's written consent.
The auditor is not required in certain circumstances 113A. An offshore company is not required to appoint an auditor as long as — (a) it is not a company that is licensed under the Offshore Banking Act 1990 or the offshore Insurance Act 1990;
(b) the Corporation or an officer, Director, agent or any person on behalf of the company shall not — (i) issue a invitation or divide the application form to the public or to any members of the public to apply for purchase of shares in, or debentures of, the company; or laws of Malaysia ACT 441122 (ii) issuing an invitation to the public or any member of the public to deposit money with, or lend money to the company; and

(c) a member of the company make such a resolution at the meeting of members of the company that such appointment need not be made in respect of each financial year.
Termination and resignation of Auditors 114. (1) an offshore company may, at a meeting of 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 at 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.
(2) an auditor of an offshore company may, if he is not a single auditor, resign his Office at any time but a single auditor an offshore company may resign his Office at a meeting of members only.
(3) If an auditor give written notice to the Director of an offshore company 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 Auditors who wish to resign his Office, and when other auditors have been appointed, the resignation will take effect.
(4) an offshore company shall, within thirty days from the change of the company's Auditors, lodge with the Registrar a notice in the prescribed form and the notice shall be accompanied by the consent of the new Auditors.
Remuneration of Auditors 115. Fees and expenses of an auditor of a company offshore can be set by the Director of the company unless required by the Auditor that set by a resolution of the members of the company.
Offshore Company 123 Auditors may attend meetings 116. An auditor of an offshore company may attend and speak at all meetings of the members of the company.
Rights and obligations of Auditors 117. (1) every auditor of a company offshore shall report to the members of the company whether, in its opinion, the company's accounts have been prepared properly so as to give an accurate and fair picture of the State of affairs of the company.
(2) every auditor of a company's offshore reserves the right to put forward to him a copy of the memorandum and articles of the company and shall familiarize himself with the terms and conditions contained therein.
PART VII ARRANGEMENT And The FORMATION Of The 118 Arrangement. (1) in this section "arrangement" means — (a) a restructuring or the creation of all offshore companies incorporated under this Act;
(b) a consolidation or merger of one or more offshore companies with one or more other offshore companies, if the surviving company or the company that was a company be automatically combined offshore;
(c) the separation of two or more business carried out by an offshore company; or (d) any combination of any of the matters specified in paragraphs (a) to (c).
(2) the Director of an offshore company may, by a resolution of the directors, approve a plan of arrangement that contains details of the proposed arrangements.
(3) when the plan arrangement approved by the Director, the offshore company shall make an application to the Court to get approval for the proposed arrangements.
Laws of Malaysia ACT 441124 (4) the Court may, on an application made under subsection (3), make an interim or final order, and in making the order the Court may — (a) determine what notice, if any, to be given to any person about the proposed arrangement;
(b) determine whether the approval of any person should be found on the proposed arrangements and the way the approval;
(c) determine whether any shareholders, debt obligations or other securities of the company may oppose the proposed arrangements and receive payment of its debt obligations, share values or other securities;
(d) conduct a hearing and allow any interested person present; and (e) to approve or reject the plan of arrangement as proposed or approved the plan with the amendment as directed by the Court.
(5) if the Court made an order approving the plan of arrangement, Director of offshore companies that, if they still intend to carry out the plan, shall confirm the arrangement plan as approved by the Court, whether or not the Court has ordered that any amendment made to the plan of arrangement.
(6) the Director of the offshore company, when has confirmed the arrangement plan shall — (a) give notice to the person to whom the Court require that notice be given; and (b) submit the plan of arrangement to that person for their approval if required by the court order.
(7) after the arrangement plan approved by the person from whom the approval required by the court order, the arrangement shall be executed by an offshore company and shall include — (a) the arrangement plan;
Offshore Company 125 (b) 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 shall 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 under his hand and seal certifying that the arrangement thing 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 arrangement is registered by the Registrar or on any later date than that, not more than thirty days from the date the item is registered with the Registrar of arrangements as described in article arrangement.
Regulations in respect of an acquisition and consolidation of 119. The Minister may make regulations for the supervision and control of the transaction of acquisition and consolidation.
PART VIII FOREIGN OFFSHORE COMPANY 120 Interpretation. (1) this section applies for a foreign company only if the company has a place of business or doing business in Labuan and is not registered under the companies Act 1965.
(2) in this section the expression "doing business in Labuan" includes — (a) doing business in, from or through Labuan;
Laws of Malaysia ACT 441126 (b) establish or use a share transfer or Registration Office share in Labuan or administer, manage or otherwise deal with property that is located in Labuan as an agent, the personal representatives of the law or the Trustees, whether through the servants or agents or otherwise; and (c) in the case of an offshore company set out by the Minister of foreign by notice published in the Gazette for the purposes of this paragraph — (i) allow or condone, in Labuan, the company itself to be dealt with, published, transferred or made the subject of the option or the agreement;
(ii) allow or condone, in Labuan migration, or business in respect of agreements or options to sell or buy securities, notes or rights issued by him to the public; or (iii) allow or condone, in Labuan, transfer, or arrangements in respect of agreements or options to sell or buy securities, notes or rights, which by reason of the transfer, business, agreements or the option of the public can acquire an interest in the company.
(3) Notwithstanding subsection (1), an offshore company can not be calculated conduct foreign business in Labuan solely by reason of the fact that, in Labuan company is — (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 remote transaction disolisit not settled within thirty-one days, instead of one of a number of similar transactions that are repeated more than twice.
Registration of foreign offshore companies 121. (1) a foreign company cannot have a place of business in Labuan or Labuan do business unless it is registered as a company offshore Offshore foreign Company 127 under this part, and a foreign company is acting, and every officer of the company that let foreign companies that Act berlanggaran with this subsection commits an offence against this Act.
(2) every foreign company, before establishing a place of business, or doing business, in Labuan, shall deliver to the Registrar for the registration of — (a) a certified copy of the certificate of registration in the place of its incorporation or they are incorporated or settled originally, or such documents which has the same effect;
(b) a certified copy of the Charter, statutes or memorandum and articles or other instruments became or determine the Constitution of the company;
(c) a list of Directors and officers, containing details of the directors of the company, is the same with the details required to be contained in the register of Directors and Secretaries under section 94;

(d) if the list referred to in paragraph (c) includes directors resident in Labuan is a member of the Board of Directors of local, a memorandum which was implemented with fair by or on behalf of an offshore foreign company stating the power of the local Director;
(e) a memorandum of appointment or power of attorney under the seal of the foreign company or undertaken on behalf of the company by a way binding on the company and, in any case it, verified in such manner as may be prescribed, indicating the name of a trust company authorized to accept on his behalf service of process and any notices required to be served on the company; and (f) a statutory declaration in the prescribed form made by an officer of the trust company, and the Registrar may, on payment of the prescribed fee, and subject to this Act and any conditions that may be imposed by the Registrar, register the company under this part as a foreign offshore companies by registering the document.
Laws of Malaysia ACT 441128 (3) the Registrar shall issue a certificate, in the prescribed form, in respect of every registration of an offshore company and 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 (2) (e) was implemented by a person on behalf of a foreign offshore company, a copy of the deed or document which gives power to that person to execute a memorandum of appointment or power of Attorney that, which is verified in the statutory declaration in the prescribed manner, shall be submitted to the Registrar and a copy thereof shall be considered an original copy for all purposes.
(5) a foreign offshore companies shall pay the annual fee in such amount as shall be determined no later than thirty days after each anniversary of the date of registration of the company.
Prohibition and restriction on foreign offshore company 122. (1) a foreign offshore company may not conduct any business in Labuan Offshore Company a prohibited conduct.
(2) the Minister may, by notice published in the Gazette, order that any foreign offshore company disekatkan from running any business in Labuan and may, by notice published in the Gazette, impose conditions on any business stated that can be carried out by a foreign offshore companies in Labuan.
Company's registered office 123 foreign offshore. (1) every foreign offshore companies shall, at any time, has a registered office in Labuan, and the Office shall be the principal office of a trust company.
(2) a notice in the prescribed form on the Park, the registered office and any change of venue shall be Offshore Company 129 handed over to the Registrar within one month after the date of registration of foreign offshore companies or within one month of the changeover, as the case may be.
(3) in the event of default in complying with this section, the foreign offshore company and every officer of the company who is in default commits an offence against the Act.
Penalty: one thousand dollars. Default penalty.
The statement shall be submitted when the documents, etc., modified 124. (1) where — (a) the Charter, statutes, memorandum or other foreign offshore companies, or other instruments in respect of the company submitted to the Registrar;
(b) the Director of an offshore company or foreign name or address any Director;
(c) the address of the registered office of a company of foreign offshore in the place of its incorporation or place;
(d) the name of a foreign offshore companies;
(e) the authority of any Director resident in Labuan is a member of the Board of Directors of a local foreign offshore companies; or (f) a trust company or trust company name or address mentioned in paragraph 121 (2) (e), changed or modified, the foreign offshore company shall, within one month after the change or Exchange, deliver to the Registrar the particulars of the change or the change and any documents required by the regulations.
(2) upon receipt of the details concerning exchange or those changes, the Registrar shall, subject to this Act, register the change or changes it.
(3) when the details of any change or changes the name of an offshore foreign company referred to in paragraph (1) (d) has been delivered to the Registrar, the Registrar of the laws of Malaysia ACT 441130 shall issue a certificate in the prescribed form under his hand and seal and the certificate shall be prima facie evidence in all courts of the conversion or change of the company name.
(4) If a foreign offshore companies increase or decrease share capital authorised, the company shall, within thirty days after the addition or reduction that, lodge with the Registrar notice of the amount of and to him it has changed.
(5) If a foreign offshore companies does not have a share capital increase the number of its members to up to more than the number of those enrolled, the company shall, within thirty days after the increase or happen, lodge with the Registrar notice of the increase.
Delivery to the company of foreign offshore 125. Any process or document required to be served on a company foreign offshore delivered adequately if process or document addressed to the foreign offshore company and left at the registered office in Labuan or sent by post to the registered office in Labuan but — (a) in the event of any default of such a company to file with the Registrar of the name and address of the registered office as may be allowed to receive service of process or notice on behalf of the company;
(b) if at any time a registered office has submitted notice no longer exists; or (c) 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 deliver it to any place of business in Labuan which was established by the company, or, if no such place of business has been established, the document may be submitted on the company by registered post at any place of business of the company in the country the company is incorporated.
The company's offshore business in Labuan Cessation 131 126. If a foreign offshore company ceases to have a place of business or doing business in Labuan, the company shall, within one month after such termination, deliver to the Registrar notice of the fact, and from the day the notice is submitted, the company's obligation to submit any document (which is not a document that should be submitted before that day) to the Registrar shall terminate, and the Registrar may immediately deduct the foreign offshore company name from the register.
Pelikuidasian or liquidation of the company in the place of incorporation or in the place was originally 127. (1) If a foreign offshore companies dilikuidasikan or dissolved in the place of its incorporation or place — (a) the trustee shall, within one month after the start of the pelikuidasian or dissolution or within such further time as the Registrar, in special circumstances allow, deliver or cause to be surrendered to the Registrar, a notice of that fact and, if a liquidator is appointed, the notice of appointment;
(b) the Registrar, after receiving the notice, shall forthwith appoint a liquidator, and until the winding up of the Affairs of the company in Labuan Offshore Company is completed, foreigners shall be deemed to continue to exist in Labuan; and (c) the Court shall be deemed to have ordered that the company is wound up.
(2) a liquidator appointed by the Registrar shall obtain all the assets of the foreign offshore company located in Labuan or possible back in Labuan, and in doing so, the liquidator shall, have all the powers of a liquidator one company offshore.
(3) prior to pay or transfer any assets that are available in Labuan to a foreign liquidator of a company laws of Malaysia ACT 441132 foreign offshore in places they are formed or incorporated, 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 Tax Act Labuan Offshore Business Activity, 1990 [Act 445]; and (c) pay to any person who is domiciled in Labuan to which, at the time of appointment of liquidator in Labuan, any bona fide debt incurred by an offshore company in respect of the supply of foreign services to or for the foreign offshore companies, the amount of the debt, and penalties, costs, fees, charges, taxes and such debt shall be a liability on the company's assets in foreign offshore the stages after the cost of a liquidator appointed by the Registrar but outweigh any No charges and other claims.

(4) the provisions of part X of the companies Act 1965 relating to the deletion of the name of the company that no longer work from the register shall apply mutatis mutandis to a foreign offshore companies.
Foreign offshore company name 128. (1) except with the consent of the Minister, a foreign offshore company cannot be registered in the name of which in the opinion of the Registrar undesirable name or name or include a the name of the type that the Registrar otherwise refuse to accept for registration.
(2) If a registered offshore companies, either 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 foreign offshore companies, require the company changed its name, delete the company from the register when the company defaulted in compliance with the requirements of the Registrar.
Offshore Company 133 (3) no foreign offshore company may, in respect of the actions that have been made or will be made in Labuan, Labuan or use elsewhere, any name other than the name which the company has been registered under this section and every foreign offshore company and every officer of the company with disedarinya to authorize or allow the default commits an offence against this Act.
Statement by foreign offshore company 129. (1) a foreign offshore company shall make an annual return contains details and the annual return shall be accompanied by any copies of documents as required to be included in the statement, and the company shall deliver the statement to the Registrar once in each calendar year not later than thirty days before the anniversary of the date of registration of the company.
(2) the Minister may make regulations — (a) to set the check and statement shall be kept and made by a company of foreign offshore and set time check and the statement must be saved and made; and (b) to prescribe fees and charges shall be paid for the submission of any annual return.
Application of this part to certain foreign companies registered under the companies Act 1965 130. Notwithstanding any other provisions of this part, a foreign company registered under the companies Act 1965 and is licensed under the banking and financial institutions Act 1989, Islamic Banking Act 1983, or Insurance Act 1963, as the case may be, shall be registered under this act as a foreign offshore companies, and when registered, the provisions of this section such shall apply accordingly to the company.
Laws of Malaysia ACT 441134 SECTION VIII A MANAGEMENT COMPANY Interpretation 130A. In this section, unless the context otherwise requires — "management company" means the provision of management services, administrative services, processing services Treasury and any other services, and to any person, as permitted by the Registrar;
"management company" means any company incorporated offshore or foreign offshore company registered under this Act for the purpose of undertaking or offer to farm business management company.
Express company management 130B. (1) the Registrar may keep a register of all management company licensed under this section.
(2) the register kept under subsection (1) shall — (a) the information required under paragraph 130D (2) (c) in respect of each management company licensed under this part;
(b) the date of the grant of a license; and (c) if the licence is cancelled, the date pembatalannya.
(3) the register shall be in the form as may be determined by the Registrar and may be open to the public for inspection during normal office hours on payment of such fees as may be prescribed inspections.
Licensing 130C. No person shall carry on the business of the company management in, from or through Labuan unless that person is licensed under this section.
Offshore companies to obtain the License Application 135 130D. (1) No person shall, unless a company incorporated offshore, or foreign offshore company registered under this Act, may apply to the Registrar to obtain a licence to conduct business management company in, from or through Labuan.
(2) an application under subsection (1) shall — (a) made in any manner specified by the Registrar; and (b) accompanied by — (i) any of the prescribed application fee;
(ii) a statement of financial and human resources and administrative facilities on the applicant for the competent and efficient travel Affairs; and (iii) any documents or other information reasonably be required by the Registrar for the purpose of considering the application; and (c) contains — (i) the address of applicant's place of business and its delivery address in Labuan;
(ii) the name and address of a person resident in Labuan authorized to represent the applicant and to accept delivery on his behalf; and (iii) the address of any place of business of the applicant may have outside Labuan.
(3) if any of the information referred to in paragraph (2) (c) changed at any time after submission, the applicant, after given a licence under this part, shall provide in writing to the Registrar the particulars of the change within one month from the date of license granted or within one month after the change is made, whichever is later.
Laws of Malaysia ACT 441136 130E licenses. (1) the Registrar may in its absolute discretion give or refuse to give license to any applicant.
(2) the Registrar may not provide a licence unless he is satisfied that the applicant — (a) has a pretty good reputation for doing business management of the company;
(b) has or available for her knowledge, expertise, resources and sufficient facilities required for the administration or management of the business properly;
(c) have sufficient financial resources that can be used to enable them to conduct its business effectively and clarify its liability; and (d) will be able to comply with any condition imposed by the Registrar.
(3) Notwithstanding subsection (2) the Registrar may refuse an application if the diputuskannya that are not beneficial to the public interest of a licence is granted.
(4) a licence may be granted subject to such terms, conditions, restrictions or limitations as the Registrar may deem fit stated it.
(5) a licence shall be — (a) in the prescribed form;
(b) received in all courts as prima facie evidence of the facts stated therein; and (c) remain in force until it is cancelled.
Power to grant exemption 130F. (1) the Registrar may, if he is satisfied that it is not harmful to the public interest to do so, the company's offshore 137 directs that all or any of the provisions under this part shall — (a) shall not apply; or (b) apply subject to such modification as may be specified in the directive, of a management company.
(2) a direction under this section may be revoked at any time at the discretion of the Registrar.
130G licensing procedures. (1) where the Registrar gives a licence to the applicant the Registrar shall — (a) enter the details of the applicant in the register maintained by him; and (b) issue a license to the applicant on payment of any prescribed license fee.
(2) every licence issued under this part shall have the date of the license is given.
130H annual fees. (1) a management company granted a licence under this part shall pay not less than thirty days from the anniversary date of each license is given, any annual fee that may be prescribed.
(2) any annual fee is not paid within the period specified in subsection (1) may be found by the Registrar through civil proceedings as a debt due to the Registrar and the Registrar may require and the Court may order the payment of a penalty equal to the lesser amount of the late payment fee because the fees.
Cancellation of license 130I. (1) the Registrar may cancel a licence — (a) upon request of the licensee; or laws of Malaysia ACT 441138 (b) where the holder — (i) have stopped doing business in, from or through Labuan;
(ii) has violated any provision of this part or any of the terms, conditions, limitations stated license; or (iii) has been convicted of an offence under this Act or a criminal offence in any country or jurisdiction.
(2) the Registrar may publish in the Gazette, in such form as he thinks fit, notices every revocation of a licence under this section.
Access to information and records 130J Super Hercules. For the purpose of fulfilling its duties, under this section, the Registrar may, at any reasonable time, in writing, direct any officer of a management company to which this section applies — (a) to provide information; or (b) to provide access to any record, book or other document, which communicates with the management company business carried out under this part which, in the opinion of the Registrar, is necessary to enable it to ascertain whether the company has complied with the provisions of this section.
Immunity and action by the Registrar

130K. (1) No liability shall be borne by and no suit, action or proceeding may be brought against the Registrar for any acts committed or not committed in good faith — (a) in the exercise or proposed implementation of any function or duty; or (b) in the course of travel or suggestion of any power under this section.
Offshore Company 139 (2) the Registrar may bring actions and proceedings to enforce any provision of this part or to get the fees or other sums due can be paid under this section.
Offence and penalty 130L. A person who — (a) knowingly make any misrepresentation in any document required to be filed, presented or submitted under this part;
(b) knowingly make any statement or provide any information required for the purposes of this section which he knows are wrong or misleading;
(c) by disedarinya fail to disclose any facts or information required to be disclosed for the purposes of this part; or (d) as the person in charge of or has possession of or control over any information, record, book or other document referred to in section 165, refuses or willfully negligent to comply with any lawful direction given under that section, be guilty of an offence against this Act.
Penalty: imprisonment for five years or thirty thousand ringgit or both.
Transition 130M. Any of the offshore company or offshore foreign company on the date this section comes into operation is conducting any business or involved in company management in, from or through Labuan shall within three months or such longer period as may be allowed by the Registrar from the commencement date, comply with the provisions of this section.
Laws of Malaysia ACT 441140 PART IX MISCELLANEOUS receipts and winding up 131. (1) the provisions of part VIII and part X (in so far as it is in relation to a company limited by shares) of the companies Act 1965 applies for acceptance and the winding up of a company offshore, subject to such modifications and adaptations as may be necessary, and in particular the pronunciation "company" shall be considered as a reference to the offshore company.
(2) the rules of the companies (winding-up) 1972 [P.U. (A) 289/1972] also apply to the winding up of a company offshore, subject to such modifications and adaptations as may be necessary and in particular pronunciation "company" shall be considered as a reference to the offshore company.
Delivery of documents to the company 132. Any document may be served on a company offshore or foreign offshore company with leaving it at, or send it by post to, the registered office of the company.
Transfer to Labuan 133. (1) an offshore company may, upon approval from the Registrar and within two months from the date of approval is available, apply to the rights of other countries or the officer the right jurisdiction in that country, which according to lawmakers, such transfer is allowed, for an instrument to transfer 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.
Offshore Company 141 (2) an offshore company cannot apply to the Registrar for approval under subsection (1) unless — (a) the application is allowed — (i) if the company cap shares, by not less than three-fourths of the shareholders of each class;
(ii) the holding of not less than three quarters of each class of debentures of the company (if any); 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 Labuan on his intention to make the application, and an application shall be accepted unless the application is accompanied by an affidavit swear a Director of the company stating — (c) the name and address of the creditor of the company and the total amount the company owes to his creditors; and (d) a statement which means that the proposed transfer of your domicile will not harm the rights or reasonable interest of any Member, holder of debentures or creditors of the company.
(3) the Registrar may not give approval to an offshore company applying to move to another country or jurisdiction unless the Registrar is satisfied that — (a) the requirements of subsection (2) 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 fit any Member, holder of debentures of the company or creditors or any class of Member, holder of debentures of, the laws of Malaysia ACT 441142 or creditors, and when the company take any step which in the opinion of the Registrar it is necessary to meremedikan the company's failure to comply with any provision of this Act.
(4) when an instrument that moves the company into the country or other jurisdiction was exercised by the officer in the right country or other jurisdiction, the company shall immediately inform the Registrar details about it and the company shall be deemed to have ceased to be a company incorporated in Labuan from the effective date of his transfer to another country or jurisdiction 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 Labuan.
(5) where an offshore company told the Registrar under subsection (4) that an instrument that moves the company into the country or other jurisdiction was exercised by the officer's rights in a country or other jurisdiction and the notification of false, even though the Registrar has cut the company name from Express by virtue of that subsection — (a) the liability (if any) any officer or employee of the company shall continue and may be enforced by the company includes just-still registered under the Act This; and (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 134. The Court may, in respect of any proceedings before him under this Act directs, at its sole discretion, cost a party paid in any amount and by any other person as he considers fair.
Offshore companies to Guarantee cost 135 143. If an offshore company is plaintiff in any legal action or other legal proceeding, the Court may, at any time, require adequate guarantee be given to costs and the Court may suspend any proceedings until the guarantee is given.
Disposal of shares a shareholder not known where is 136. (1) If after using reasonable keusahaan, an offshore company 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 distributed in the register of members is shown as the address of the shareholder, and the notice shall state that the shares will be dilucuthakkan to the Registrar after the expiry of one month from the date of the notice.
(2) If after the expiration of one month from the date of the notice under subsection (1), a place where the shareholder is not yet known, the company can transfer shares in the company held by the shareholder to the Registrar and for that purpose the company can perform, for and on the owner of the share, the share transfer to the Registrar and those who share the dilucuthakkan shall cease to be a member in respect of the shares that have the dilucuthakkan , but those who share the dilucuthakkan, even has share the dilucuthakkan, still have to pay to the company all moneys which, at the date of the perlucuthakkan, due from him to the company in respect of the share, but its liability shall terminate if and when the company receives full payment of all monies in respect of the shares.
The power to give relief 137. (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 that such person is or may be liable in respect of negligence, default, breach the laws of Malaysia ACT 441144

duty or breach of trust, but that person has acted honestly and reasonably and that, having regard to all circumstances of the case, including the circumstances relating to the appointment of the person, just the person forgiven for negligence, default or breach or breach of trust, the Court may release the person from liabilities, either wholly or in part, upon such terms as the Court may think fit.
(2) if any person to whom this section applies has reason to think that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, that person may apply to the Court to obtain relief, and the Court shall have power to provide relief to that person under this section as the Court has the power in the event of the Court is the Court before which proceedings against that person for negligence , default, breach of duty or breach of trust were brought.
(3) the persons to whom this section applies — (a) offshore company officials;
(b) those who use the service by an offshore company 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 or the Registrar to carry out any tasks relating to offshore companies under this Act.
Irregularities in the proceedings 138. (1) no proceeding under this Act may be void by reason of the omission, defect, errors, irregularities or resulting in 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 that our imperfections that cannot be diremedikan by any order of the Court and the Court may, if it thinks fit 145 Offshore Company , make an order or directive declares that such legal proceedings notwithstanding any omission, defect, errors, irregularities or resulting in it.
(2) without prejudice to the generality of subsection (1) or any other provision of this Act, where any omissions, defects, errors, irregularities or the resulting in the absence of the quorum, including in any offshore company meetings, has occurred in the management or administration of an offshore company which by them any breach of the provisions of this Act has occurred, or occurred in default in compliance with memorandum or the company , or by them of any proceedings in or in connection with any meeting or meetings is said to have been ineffective, including failure to make or submit any declaration of solvency, the Court — (a) may, either on its own or usulnya on the application submitted by interested persons, make any orders or directions as it thinks fit to correct or corrected or to menegatifkan or modify or cause dinegatifkan or adapt to the consequences in law omission , defects, errors, irregularities or resulting, or to verify any act, matter or thing made invalid by or arising from any omissions, defects, errors, irregularities or resulting thereof;
(b) shall, before making any such orders or directions, his satisfaction that such orders or directions will not cause injustice to the company or any member or creditor of the company, or to any other person;
(c) if any such order or direction is made, may give any direction ancillary or consequential as the Court may think fit; and (d) may determine the notice or summons what is 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 be advertised in any newspapers.
Laws of Malaysia ACT 441146 (3) for the purposes of subsection (2), "meeting", in relation to an offshore company, including — (a) meeting of the company;
(b) a meeting of any class of members of the company;
(c) meetings of the holders of debentures or any class of holders of debentures of the company;
(d) Board meetings of the company or of any Committee of the directors;
(e) meetings of the creditors or any class of creditors of the company.
(4) the Court may, whether the company is in the process of wound up or not, extend or shorten any time for doing any act or taking any proceedings permitted or restricted by this Act or the regulations, upon 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 that is initially allowed or restricted.
Translation of the instrument of 139. (1) where under this Act of an offshore company or offshore foreign company is required to lodge with the Registrar any instrument, contract, certificate or document or a certified copy thereof and instrument, certificate, contract, document or the copy is not written in the national language or in English, the company shall deliver to the Registrar, at the same time, a certified translation thereof in either the national language or in English.
(2) where under this Act of a company offshore or foreign offshore companies are required to prepare for public inspection any instrument, contract, certificate or document and instrument, contract, certificate or document is not written in the national language or in English, the company shall keep at the registered office in Labuan, a certified translation thereof in either the national language or in English.
Offshore Company 147 (3) where any books, accounts or other records the minutes of an offshore company or offshore foreign company required by this Act to be kept, not stored in the national language or English, a Director of the company shall cause a true translation in the national language or English account, the minutes book and other records is made from time to time at lat-lat period of not more than seven days and shall cause the translation stored along with 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 by this Act.
Dividends may only be paid from profit 140. No dividend may be paid to any holder of shares of any company offshore except from profit.
The use of the word "corporation", etc.
141. Every person who carries on business in Labuan under any name or title that contains the word or words "Berhad", "Corporation", Incorporated "," Limited "," Societie Anonyme "," Sociedad Anonima "," Aktiengesellschaft "," Naamloze Vennootschap "or" Limited Company "or any other words in the national language of any country that gives the meaning of a joint stock company limited by shares, or any abbreviation of the word, unless that person is an offshore company or offshore foreign company established appropriate, incorporated or registered under this Act, or is a domestic company or body incorporated, commits an offence against this Act.
Penalties am 142. (1) a person who — (a) doing things that he prohibited to do by or under this Act;
(b) not do the thing he required or directed to do by or under this Act; or (c) otherwise violates or fails to comply with any provision of this Act, commits an offence against this Act.
Laws of Malaysia ACT 441148 (2) any person guilty of an offence against this Act shall on conviction be liable to a penalty or punishment is expressly mentioned as a penalty or penalties for that offence, or if a penalty or penalties not mentioned, shall be liable to a penalty not exceeding five thousand dollars.
(3) a penalty or punishment, money or otherwise, specified in or at the bottom, any section or part of a section of this Act shall indicate that the offence is punishable on conviction by a penalty or penalties not exceeding the penalty or punishment stated that and if a penalty or punishment is expressly mentioned as used for a portion of that section only It shall apply to that part only.
Penalty for default 143. (1) where in, or at the bottom, any section or part of a section of this Act there is the expression "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 do more 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 shall not exceed the amount specified in section or part of the amount penalty for default or, if an amount is not specified, the lesser amount not exceeding two hundred dollars.

(2) if any offence is committed by a person due to failure to comply with any provision of this Act by or under which he is required or directed to do anything in a specific amount, the offence, for the purpose of subsection (1), shall be deemed to be continuous as long as the object required or directed to be done by him has not been done, although the period for the person doing the thing has expired.
(3) for the purposes of any provision of this Act which provides that an officer of an offshore company, offshore company or foreign company penggerenti who commits an offence against this Act or the Offshore Company can apply a 149 penalty or sentence, 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.
Compounding 144. (1) the Registrar may, in any case as he thinks fit to do so mengkompaunkan any offence committed by any person under this Act, by making an offer in writing to that person for the offence by paying mengkompaunkan to the Registrar, within the time stated in the offer, any jumah stated the offer, which amount shall not exceed fifty per cent of the amount of the maximum fine that the person may be imposed if the person has been convicted of the offence.
(2) an offer under subsection (1) may be made at any time after the offence, but before any prosecution for the offence is started, and if the amount specified in the offer is not paid within the time stated 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.
(3) where an offence has is compounded under subsection (1), no prosecution shall be instituted subsequently in respect of such offence, against which the compound is made.
Procedure where no arranged 145. In the event of any action or measures are required or permitted to be done or taken under this Act and no form or procedure be arranged either in the Act or the regulations, an application may be made to the laws of Malaysia ACT 441150 Registrar for instructions on 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 the action or the move invalid.
146 regulations. The Minister may from time to time make regulations for prescribing all matters and things required or permitted to be prescribed or provided for by this Act, or which are necessary or appropriate for prescribed or provided for, for exercise, or give full effects to, the provisions of this Act and for the proper administration of this Act, including for all or any purposes of certain of the following: (a) prescribing the forms to be used for the purposes of this Act and matters to be specified in the form;
(b) prescribing the form of the application and any other notice under this Act;
(c) prescribing the fees and charges payable under this Act and the penalties for late payment, or delegate authority to set fees, charges and penalties to the person or body prescribed; and (d) prescribing the manner of the accounting and other records required to be made or kept under this Act is made or stored, and the Declaration, reports, additions, schedule or details to be accompanied with or attached to the accounts and other records of it.
Domestic investment in 147. (1) an offshore company or offshore company can hold shares, foreign debt obligation or other security in a domestic company unless a trust company as long as such not amounting to holding an interest in the regulation of domestic companies and approved by the Registrar.
(2) Notwithstanding subsection (1), if a resident hold shares, debt obligations or other securities of the company in an Offshore 151 companies offshore, offshore company cannot hold shares, debt obligations or other securities in a domestic company.
(3) for the purposes of this section — "the importance of control" in relation to a domestic companies listed on the Kuala Lumpur Stock Exchange means — (a) an offshore company or offshore companies foreign control — (i) composition of the Board of Directors of the domestic; or (ii) more than half of the voting power of the domestic company; or (b) an offshore company or offshore foreign company holds over half of the issued share capital of the company the domestic (excluding any part thereof which does not carry the right to participate beyond the amount specified in the appropriation of profits or capital); or (c) if the company is a domestic subsidiary of any corporation which is a subsidiary of the company offshore or foreign offshore company, offshore company or offshore foreign company;
"securities" has the same meaning as provided by section 2 of the securities industry Act 1983 [Act 280].
(4) for the purposes of paragraph 3 (a) and (b), the composition of the Board of Directors of the domestic company shall be deemed to be governed by an offshore company or offshore companies if foreign or offshore companies offshore companies foreigners by running a power exercisable by him without permission or consent of any other person may appoint or dismiss all or a majority of the directors; and for the purposes of this provision the company offshore or foreign offshore companies shall be deemed to have the authority to make the appointment if — (a) a person shall not be appointed as a Director without the exercise of such power by the company offshore or foreign offshore companies that favor; or laws of Malaysia ACT 441152 (b) the fact that a person is a Director or officer of the company or offshore companies offshore foreign it necessarily lead to his appointment as a Director.
Prohibition by the Minister 148. (1) the Minister may, without assigning reason therefor, issued an order by notification in the Gazette — (a) prohibits incorporation beginning an offshore company or any class of the company;
(b) prohibit the initial enrollment of a foreign offshore companies; or (c) direct any company offshore or foreign offshore companies stop conducts business or any part of its business that either immediately or in the asa stated in the instructions.
(2) orders made under this section may be revoked or varied by the Minister.
Confidentiality of 149. (1) all proceedings (other criminal proceedings) in respect of any offshore company or offshore company started foreign 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 privately and no details of the proceedings for publication by any person without the leave of the Court.
(2) where — (a) in any proceedings to wind up a company's offshore, the Court is satisfied that the company or any officer of the company has failed to comply with any provision of this Act; Offshore Companies or 153 (b) an offshore company 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 respect of the company is open to public inspection.
(3) a person in respect of any offshore or foreign offshore companies, in addition for the purposes of administering this Act or for conducting the business of the company, Labuan or elsewhere — (a) disclose;
(b) a try, offering or threatening to disclose; and (c) induce or attempt to induce any other person to disclose, any information related to or touch — (d) holding, or ownership of the beneficiaries, any 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 relevant to such proceedings in any proceedings before the Court.
Excludes power 150. The Minister may, on the recommendation of the Registrar, on application in writing, exempt any company offshore or foreign offshore company or offshore company classes or foreign offshore company or any person or class of persons from compliance with any provision of this Act and may, at the waivers, impose such terms and conditions as the Minister thinks fit.
Laws of Malaysia ACT 441154 fees, penalties and deletion of 151. (1) an offshore company shall pay to the Registrar the annual fee payable at the date of payment of the annual fee.

(2) If an offshore company fails to pay the annual fee under subsection (1) on or before the expiry of six months from the date of payment of the annual fee shall be payable in addition to the annual fee is an amount equal to fifty per cent of the annual fee.
(3) If an offshore company fails to pay the annual fee and an additional amount specified in subsection (2) on or before the expiry of one month from the date of expiry of the period of six months specified in subsection (2), the Registrar may upon the expiry of one month is sending to the Secretary of the company for the offshore company a written notice that the offshore company name will be deducted from the register if the annual fees and the amount specified in subsection (2) are not paid within one month from the date of the notice or such further period as may be allowed by the Registrar.
(4) where the offshore company fails to pay the annual fee and an additional amount specified in subsection (2) within one month from the date of the notice or further period as may be allowed by the Registrar under subsection (3), the Registrar may cut the offshore company name from the register.
(5) even if the name of an offshore company has been deducted from the register under this section, the offshore company shall remain liable for all claims, debts, liabilities and obligations of the offshore company, and deletion is not touching the liability of any Member, Director, officer or his agent under this Act or any other law.
(6) the deletion of the name of an offshore company 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 of the company or to publish a notice in the Gazette.
(7) subsection (2) to (5) shall not apply to an offshore company in the process of liquidation and dissolution.
Offshore Company 155 companies cut his name be liable for fees, etc.
151A. An offshore company incorporated under this Act shall remain liable for all fees, license fees and penalties payable under this Act, including an additional amount specified in subsection 151 (2), although the offshore company name has been deducted from the register; and fees, license fee and penalty shall be given priority of all other claims on the assets of the offshore company.
Fees payable to the Registrar 151B. The Registrar may refuse to take any action required to be taken by him under this Act for which a fee is set until all fees already paid.
Effect of cutting 151C. (1) if the name of an offshore company has been deducted from the register, the offshore company, and a Director, Member, liquidator and receiver, may not — (a) commence any legal proceedings, to carry out any business or in any other manner make arrangements regarding the offshore assets of the company;
(b) defend any legal proceedings, to make any claim or claim any right to, or on behalf of, the offshore company; or (c) Act in any way whatsoever in respect of the Affairs of the offshore company.
(2) Notwithstanding subsection (1), if the offshore company name has been deducted from the register, offshore companies, or a Director, Member, liquidator or receiver, may — (a) apply to the Registrar so that the offshore company is registered again;
(b) continued to defend the proceedings instituted against the offshore companies prior to the date the deletion; and (c) continue to undertake legal proceedings initiated on behalf of the offshore company prior to the date of the deletion.
Laws of Malaysia ACT 441156 (3) the fact that the name of an offshore company cut off out of the way — (a) the offshore company liable;
(b) any creditor's claim against the offshore companies and continue until judgment or execution; or (c) the appointment of a liquidator by court to the offshore company under part VIII and part X (so far as relating to offshore companies limited by shares) of the companies Act 1965.
Disapplication of written law that certain 152. (1) the Yang di-Pertuan Agong may by order published in the Gazette, provided that any written law, or part thereof, specified in the order, shall not apply in relation to an offshore company, offshore companies, trust companies, foreign or a person who holds a valid licence granted under subsection 6 (2) of the banking Offshore 1990 or subsection 9 (1) the offshore Insurance Act 1990 or will applies with any modifications specified in that order.
(2) modifications made to a law by an order made under subsection (1) shall be deemed to be an integral part of such written laws for the purpose of the order.
(3) an order under subsection (1) may be made with effect backdated from the date as may be specified in the order.
(4) in this section "modification" includes amendment, adaptation, alteration, variation, addition, deletion, replacement or ketidakmasukan.
Offshore Company 157 TABLE [section 19] jurisdiction Offshore Company 1. To run any business, other than a business that is prohibited from running by this Act or the regulations, which in the opinion of the company can be easily entered or calculated can, either directly or indirectly, adding value, or make profitable any property or rights of the company.
2. To make or become a party to any transaction or document.
3. 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 any company, association or other business.
5. To dispose of or otherwise deal with, the whole or any part of the undertaking or business of the company.
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 Labuan.
11. To create and eliminate liabilities and rights and interests.
12. To issue shares, debentures and options, and to take shares, debentures and options and to redeem and melucuthakkan shares, debentures and that option.
13. To use the service or maintaining a person in and with respect to the company's business or the business of any company or other person.
14. To indemnify and menggerenti and get indemnity and guarantee.
15. To take all types of insurance either on the property or rights of company or not.
16. To sponsor any other companies.
Laws of Malaysia ACT 441158 17. To give gifts, donations and betting that by-laws can be made, whether gift, donation or betting that for the purpose of developing the business of the company or not.
18. By way of solution or business or other disposal, entitle a person not being 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 in exercising that power no revenue or profit distribution, made pursuant 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 in the event of the Division a Division 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 trustees or for the benefit of itself.
20. To sponsor any other businesses.
21. To do all things incidental to or beneficial for the exercise of other powers of the company.
22. To make all other objects that are not prohibited by or under this Act or the regulations or otherwise by any written law in Malaysia.
Offshore Company 159 laws of MALAYSIA Act 441 OFFSHORE COMPANIES ACT 1990 LIST AMENDMENT law short title force of the Act amending the companies act A817 Offshore 21-02-1992 (Amendment) order 1992 P.U. (A) 72/1996 order of the Board Service 15-02-1996 Labuan Offshore Financial (Modification of the companies Act 1990, Offshore Labuan Offshore Banking Act 1990 and the offshore Insurance Act 1990) 1996 A988 Act companies act Offshore 20-03-1997 (Amendment) Order 1997 A1090 Act companies act Offshore 21-09-2000 (Amendment) 2000 laws of Malaysia ACT 441160 laws of MALAYSIA Act 441 OFFSHORE COMPANIES ACT 1990 LIST SECTION AMENDED Section Power amend with effect from 2 Act A988 20-03-1997 6 Act A817 21-02-1992 Act A988 20-03-1997 7 Act A988 20-03-1997 9 Act A988 20-03-1997 No.9a-9 c A1090 Act 21-09-2000 21 Act A988 20-03-1997 29 Act A817 21-02-1992 Act A988 20-03-1997 31 Act A817 21-02-1992 A988 Act 51 20-03-1997 55 A988 Act 20-03-1997 83 Act A988 20-03-1997 84 Act A988 20-03-1997 85 Act A988 20-03-1997 86 Act A988 20-03-1997 87 Act A817 21-02-1992 Act A988 20-03-1997 93 Act A988 20-03-1997

94 Act A988 20-03-1997 94A A988 Act 20-03-1997 Offshore Companies Act 161 106 A988 20-03-1997 A817 Act 109 21-02-1992 A817 Act 111 21-02-1992 112 A817 Act 21-02-1992 113A A817 Act 21-02-1992 121 A988 Act 20-03-1997 126 A988 Act 20-03-1997 130A-A988 Act 130M 20-03-1997 Act 141 A988 20-03-1997 147 A988 Act 20-03-1997 150 A817 Act 21-02-1992 Act A988 20-03-1997 151 A817 Act 21-02-1992 Act A988 20-03-1997 151A-A988 Act 151C 20-03-1997 152 A817 Act 21-02-1992 Section Power amend with effect from