ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART XI - VARIOUS TYPES OF COMPANIES, ETC.

DIVISION 1 - FOREIGN COMPANIES

Section 336. Balance sheets.

(1) Subject to this section a foreign company shall, within two months of its annual general meeting, lodge with the Registrar a copy of its balance sheet made up to the end of its last financial year in such form and containing such particulars and accompanied by copies of such documents as the company is required to annex, attach or send with its balance sheet by the law for the time being applicable to that company in the place of its incorporation or origin, together with a statutory declaration in the prescribed form verifying that the copies are true copies of the documents so required. (2) The Registrar may, if he is of the opinion that the balance sheet and other documents referred to in subsection (1) do not sufficiently disclose the company's financial position, require the company to lodge a balance sheet within such period, in such form and containing such particulars and to annex thereto such documents as the Registrar by notice in writing to the company requires, but this subsection does not authorize the Registrar to require a balance sheet to contain any particulars or the company to annex, attach or to send any documents that would not be required to be furnished if the company were a public company incorporated under this Act. (3) The company shall comply with the requirements set out in the notice. (4) Where a foreign company is not required by the law of the place of its incorporation or origin to hold an annual general meeting and prepare a balance sheet, the company shall prepare and lodge with the Registrar a balance sheet within such period, in such form and containing such particulars and to annex thereto such documents as the directors of the company would have been required to prepare or obtain if the company were a public company incorporated under this Act. (5) In addition to the balance sheet and other documents required to be lodged with the Registrar by subsections (1) to (4), a foreign company shall lodge with the Registrar with the balance sheet and other documents a duly audited statement showing its assets used in and liabilities arising out of its operations in Malaysia as at the date to which its balance sheet was made up and a duly audited profit and loss account which, so far as is practicable, complies with the requirements of the Ninth Schedule and which gives a true and fair view of the profit or loss arising out of the company's operations in Malaysia for the last preceding financial year of the company: Provided that— (a) the company shall be entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Malaysia and elsewhere and to add such notes and explanations as in its opinion are necessary or desirable in order to give a true and fair view of the profit or loss of its operations in Malaysia; and (b) the Registrar may waive compliance with this subsection in relation to any foreign company if he is satisfied that— (i) it is impractical to comply with this subsection having regard to the nature of the company's operations in Malaysia; (ii) it would be of no real value having regard to the amount involved; (iii) it would involve expense unduly out of proportion to its value; or (iv) it would be misleading or harmful to the business of the company or to any company which is deemed by virtue of section 6 to be related to the company. (6) A statement and profit and loss account shall be deemed to have been duly audited for the purposes of subsection (5) if it is accompanied by a report by an approved company auditor which complies with section 174 and accompanied by a statutory declaration by the agent or, where the agent is not primarily responsible for the financial management of the company, by the person so responsible setting forth his opinion as to the correctness or otherwise of the statement and profit and loss account. (7) (Deleted by Act A836).