ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART IV - SHARES, DEBENTURES AND CHARGES

DIVISION 3 - SHARES

Section 54. Return as to allotments.

(1) Where a company makes any allotment of its shares or any of its shares are deemed to have been allotted under subsection (6) the company shall within one month thereafter lodge with the Registrar a return of the allotments stating— (a) the number and nominal amounts of the shares comprised in the allotment; (b) the amount, if any, paid, deemed to be paid, or due and payable on the allotment of each share; (c) where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and (d) the full name and the address of each of the allottees and the number and class of shares allotted to him. (2) The particulars mentioned in paragraph (1)(d) need not be included in the return where a company to which subsection 166(1) applies has allotted shares— (a) for cash; or (b) for a consideration other than cash and the number of persons to whom the shares have been allotted exceeds five hundred. (3) Where shares are allotted or deemed to have been allotted as fully or partly paid up otherwise than in cash and the allotment is made pursuant to a contract in writing, the company shall lodge with the return the contract evidencing the entitlement of the allottee or a copy of any such contract certified as prescribed. (4) If a certified copy of a contract is lodged the original contract duly stamped shall, if the Registrar so requests, be produced at the same time to the Registrar. (5) Where shares are allotted or are deemed to have been allotted as fully or partly paid up otherwise than in cash and the allotment is made— (a) pursuant to a contract not reduced to writing; (b) pursuant to a provision in the memorandum or articles; or (c) in satisfaction of a dividend declared in favour of, but not payable in cash to the shareholders, or in pursuance of the application of moneys held by the company in an account or reserve in paying up unissued shares to which the shareholders have become entitled, the company shall lodge with the return a statement containing such particulars as are prescribed but where the shares are allotted pursuant to a scheme of arrangement approved by the Court under section 176 the company may lodge an office copy of the order of the Court in lieu of the statement in the prescribed form. (6) For the purposes of this section any shares issued without formal allotment to subscribers to the memorandum shall be deemed to have been allotted to the subscribers on the date of the incorporation of the company. (7) If default is made in complying with this section every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: One thousand ringgit. Default penalty: Two hundred and fifty ringgit.