Members

ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART IV - SHARES, DEBENTURES AND CHARGES

DIVISION 5 - INTERESTS OTHER THAN SHARES, DEBENTURES, ETC.

Section 84. Interpretation.

(1) In this Division and in the Seventh Schedule, unless inconsistent with the context or subject matter—

"company" means a public company, and includes a corporation that is a public company under the law of a proclaimed country and is registered as a foreign company in Malaysia;

"financial year", in relation to a deed, means the period of twelve months ending on the thirty-first day of December or on such other date as is specified in lieu thereof in the deed;

"interest" means any right to participate or interest, whether enforceable or not and whether actual, prospective or contingent—

(a) in any profits, assets or realization of any financial or business undertaking or scheme, whether in Malaysia or elsewhere;

(b) in any common enterprise whether in Malaysia or elsewhere, in which the holder of the right or interest is led to expect profits, rent or interest from the efforts of the promoter of the enterprise or a third party;

(d) in any investment contract,

whether or not the right or interest is evidenced by a formal document and whether or not the right or interest relates to a physical asset, but does not include—

(e) any share in or debenture of a corporation;

(f) any interest in or arising out of a policy of life insurance;

(g) any interest in a partnership agreement unless the agreement—

(i) relates to an undertaking, scheme, enterprise or investment contract promoted by or on behalf of a person whose ordinary business is or includes the promotion of similar undertakings, schemes, enterprises or investment contracts, whether or not that person is a party to the agreement; or

(ii) is an agreement, or is within a class of agreements, prescribed by regulations for the purposes of this paragraph; or

(h) any participatory interest in a unit trust scheme as defined in section 2 of the Securities Industry Act 1983;

"investment contract" means any contract, scheme or arrangement which in substance and irrespective of the form thereof involves the investment of money in or under such circumstances that the investor acquires or may acquire an interest in or right in respect of property which under or in accordance with the terms of investment will, or may at the option of the investor, be used or employed in common with any other interest in or right in respect of property acquired in or under like circumstances and includes any contract, scheme or arrangement which in substance and irrespective of the form thereof entitles the investor to a right to use or enjoy any sport, recreational, holiday or other related facilities for a consideration and for a duration of not less than twelve months whether or not on a recurring basis;

"management company", in relation to any interests issued or proposed to be issued or any deed that relates to any interests issued or proposed to be issued means a company by or on behalf of which the interests have been or are proposed to be issued and includes any person for the time being exercising the functions of the management company;

"proclaimed country" means a country which the Minister has, by notice published in the Gazette, declared to be a proclaimed country for the purposes of the Division;

"time-sharing scheme" means a scheme, undertaking or enterprise—

(a) participants in which are, or may become, entitled to use, occupy or possess, for two or more periods during the period for which the scheme, undertaking or enterprise, whether in Malaysia or elsewhere is to operate, property to which the scheme, undertaking or enterprise relates; and

(b) that is to operate for a period of not less than three years.

(2) A reference in this Division to a deed shall be read as including a reference to any instrument amending or affecting the deed.