ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART IV - SHARES, DEBENTURES AND CHARGES

DIVISION 2 - RESTRICTIONS ON ALLOTMENT AND COMMENCEMENT OF BUSINESS

Section 51. Requirements as to statements in lieu of prospectus.

(1) To comply with the requirements of this Act a statement in lieu of prospectus lodged by or on behalf of a company— (a) shall be signed by every person who is named therein as a director or a proposed director of the company or by his agent authorized in writing; (b) shall subject to Part III of the Sixth Schedule, be in the form of and state the matters specified in Part I of that Schedule and set out the reports specified in Part II of that Schedule; and (c) shall, where the persons making any report specified in Part II of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of Part III of that Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. (2) The Registrar shall not accept for registration any statement in lieu of prospectus unless it appears to him to comply with this Act. (3) Where in any statement in lieu of prospectus, there is any untrue statement or wilful non-disclosure any director, who signed the statement in lieu of prospectus shall be guilty of an offence against this Act unless he proves either that the untrue statement or non-disclosure was immaterial or that he had reasonable ground to believe and did, up to the time of the delivery for registration of the statement in lieu of prospectus, believe that the untrue statement was true or the non-disclosure immaterial. Penalty: Imprisonment for three years or ten thousand ringgit or both.