ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART X - WINDING UP

DIVISION 5 - WINDING UP OF UNREGISTERED COMPANIES

Section 315. Winding up of unregistered companies.

(1) Subject to this Division any unregistered company may be wound up under this Part, which Part shall apply to an unregistered company with the following adaptations: (a) the principal place of business of the company in Malaysia shall for all the purposes of the winding up be the registered office of the company; (b) no such company shall be wound up voluntarily; and (c) the circumstances in which the company may be wound up are— (i) if the company is dissolved or has ceased to have a place of business in Malaysia or has a place of business in Malaysia only for the purpose of winding up its affairs or has ceased to carry on business in Malaysia; (ii) if the company is unable to pay its debts; and (iii) if the Court is of opinion that it is just and equitable that the company should be wound up. (2) An unregistered company shall be deemed to be unable to pay its debts if— (a) a creditor by assignment or otherwise to whom the company is indebted in a sum exceeding five hundred ringgit then due has served on the company, by leaving at its principal place of business in Malaysia or by delivering to the secretary or some director, manager or principal officer of the company or by otherwise serving in such manner as the Court approves or directs, a demand under his hand requiring the company to pay the sum so due and the company has for three weeks after the service of the demand neglected to pay the sum or to secure or compound for it to the satisfaction of the creditor; (b) any action or other proceeding has been instituted against any member for any debt or demand due or claimed to be due from the company or from him in his character of member, and, notice in writing of the institution of the action or proceeding having been served on the company by leaving it at its principal place of business in Malaysia or by delivering it to the secretary or some director, manager or principal officer of the company or by otherwise serving it in such manner as the Court approves or directs, the company has not within ten days after service of the notice paid, secured or compounded for the debt or demand or procured the action or proceeding to be stayed or indemnified the defendant to his reasonable satisfaction against the action or proceeding and against all costs, damages and expenses to be incurred by him by reason thereof; (c) execution or other process issued on a judgment, decree or order obtained in any court in favour of a creditor against the company or any member thereof as such or any person authorized to be sued as nominal defendant on behalf of the company is returned unsatisfied; or (d) it is otherwise proved to the satisfaction of the Court that the company is unable to pay its debts. (3) A company incorporated outside Malaysia may be wound up as an unregistered company under this Division notwithstanding that it is being wound up or has been dissolved or has otherwise ceased to exist as a company under or by virtue of the laws of the place under which it was incorporated. (4) In this section "to carry on business" has the same meaning as it has in section 330.