ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART IV - SHARES, DEBENTURES AND CHARGES

DIVISION 3 - SHARES

Section 62. Power of company to alter its share capital.

(1) A company if so authorized by its articles may in general meeting alter the conditions of its memorandum in any one or more of the following ways: (a) increase its share capital by the creation of new shares of such amount as it thinks expedient; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c) convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares of any denomination; (d) subdivide its shares or any of them into shares of smaller amount than is fixed by the memorandum, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or (e) cancel shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. Cancellations (2) A cancellation of shares under this section shall not be deemed to be a reduction of share capital within the meaning of this Act. As to share capital of unlimited company on re-registration (3) An unlimited company having a share capital may by any resolution passed for the purposes of subsection 25(1)— (a) increase the nominal amount of its share capital by increasing the nominal amount of each of its shares, but subject to the condition that no part of the increased capital shall be capable of being called up except in the event and for the purposes of the company being wound up; and (b) in addition or alternatively, provide that a specified portion of its uncalled share capital shall not be capable of being called up except in the event and for the purposes of the company being wound up. Notice of increase of share capital (4) Where a company has increased its share capital beyond the registered capital, it shall within fourteen days after the passing of the resolution authorizing the increase lodge with the Registrar notice of the increase. (5) If any company fails to comply with subsection (4) the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: One thousand ringgit. Default penalty.