LAWS OF MALAYSIA
COMPANIES ACT 1965 (REVISED - 1973)
Incorporating latest amendment - Act A1299 /2007
|First enacted :
||1965 (Act No. 79 of 1965)
|Date of coming into operation :
||[Throughout Malaysia—15 April 1966, P.U. 168/1966]
||First Reprint 1988, Second Reprint 1995, Third Reprint 2000
|Revised up to :
||1973 (As Act 125 w.e.f. 14 December 1973)
ARRANGEMENT OF SECTIONS
Long Title |
PART I - PRELIMINARY
Section 1. Short title.
Section 2. (Omitted).
Section 3. Repeals.
Section 4. Interpretation.
Section 5. Definition of subsidiary and holding company.
Section 5A. Definition of ultimate holding company.
Section 5B. Definition of wholly-owned subsidiary.
Section 6. When corporations deemed to be related to each other.
Section 6A. Interests in shares.
PART II - ADMINISTRATION OF ACT
Section 7. Registrar of Companies, etc.
Section 7A. Power of Minister to exempt from payment of fees.
Section 7B. Power to conduct inspection.
Section 7C. Power to conduct investigation.
Section 7D. Power to call for examination.
Section 8. Company auditors and liquidators to be approved by Minister charged with responsibility for finance.
Section 9. Company auditors.
Section 10. Disqualification of liquidators.
Section 11. Registers.
Section 11A. Electronic filing of documents.
Section 11B. Issuing document electronically.
Section 11C. Information certified by Registrar admissible as evidence.
Section 12. Enforcement of duty to make returns.
Section 13. Relodging of lost registered documents.
PART III - CONSTITUTION OF COMPANIES
DIVISION 1 - INCORPORATION
Section 14. Formation of companies.
Section 14A. Prohibition of registration of company limited by guarantee with a share capital.
Section 15. Private company.
Section 16. Registration and incorporation.
Section 17. Membership of holding company.
Section 18. Requirements as to memorandum.
DIVISION 2 - POWERS
Section 19. Powers of a company.
Section 20. Ultra vires transactions.
Section 21. General provisions as to alteration of memorandum.
Section 22. Names of companies.
Section 23. Change of name.
Section 24. Omission of "Berhad" in name of charitable and other companies.
Section 25. Registration of unlimited company as limited, etc.
Section 26. Change from public to private and from private to public company.
Section 27. Default in complying with requirements as to private companies.
Section 28. Alterations of objects in memorandum.
Section 29. Articles of association.
Section 30. Adoption of Table A of Fourth Schedule.
Section 31. Alteration of articles.
Section 32. As to memorandum and articles of companies limited by guarantee.
Section 33. Effect of memorandum and articles.
Section 34. Copies of memorandum and articles.
Section 35. Form of contracts.
Section 36. Prohibition of carrying on business with fewer than statutory minimum of members.
PART IV - SHARES, DEBENTURES AND CHARGES
DIVISION 1 - PROSPECTUSES
Section 36A. Non-application of Divisions 1 and 4 to offers under the Securities Commission Act 1993.
Section 37. Requirement to issue form of application for shares or debentures with a prospectus.
Section 38. As to invitations to the public to lend money to or to deposit money with a corporation.
Section 39. Contents of prospectuses.
Section 39B. Relief from requirements as to form and content of a prospectus.
Section 40. Certain advertisements deemed to be prospectuses.
Section 41. As to retention of over-subscriptions in debenture issues.
Section 42. Registration of prospectus.
Section 42A. Supplemental prospectus.
Section 43. Document containing offer of shares for sale to be deemed prospectus.
Section 44. [Deleted].
Section 45. Expert's consent to issue of prospectus containing statement by him.
Section 46. Civil liability for mis-statements in prospectus.
Section 47. Criminal liability for statement in prospectus.
Section 47A. Power of Minister to exempt.
Section 47B. Exempted offers.
DIVISION 2 - RESTRICTIONS ON ALLOTMENT AND COMMENCEMENT OF BUSINESS
Section 48. Prohibition of allotment unless minimum subscription received.
Section 49. Application moneys to be held in trust until allotment.
Section 50. Restriction on allotment in certain cases.
Section 51. Requirements as to statements in lieu of prospectus.
Section 52. Restrictions on commencement of business in certain circumstances.
Section 53. Restriction on varying contracts referred to in prospectus, etc.
DIVISION 3 - SHARES
Section 54. Return as to allotments.
Section 55. As to voting rights of equity shares in certain companies.
Section 56. Differences in calls and payments, etc.
Section 57. Share warrants.
Section 58. Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.
Section 59. Power to issue shares at a discount.
Section 60. Issue of shares at a premium.
Section 61. Redeemable preference shares.
Section 62. Power of company to alter its share capital.
Section 63. Validation of shares improperly issued.
Section 64. Special resolution for reduction of share capital.
Section 65. Rights of holders of classes of shares.
Section 66. Rights of holders of preference shares to be set out in memorandum or articles.
Section 67. Dealing by a company in its own shares, etc.
Section 67A. Purchase by a company of its own shares, etc.
Section 68. Options over unissued shares.
Section 68A. Registrar of options to take up unissued shares.
Section 69. Power of company to pay interest out of capital in certain cases.
Section 69A. Furnishing of information and particulars of shareholding.
DIVISION 3A - SUBSTANTIAL SHAREHOLDINGS
Section 69B. Application and interpretation of Division.
Section 69C. Persons obliged to comply with Division.
Section 69D. Substantial shareholdings and substantial shareholders.
Section 69E. Substantial shareholder to notify company of his interests.
Section 69F. Substantial shareholder to notify company of change in his interests.
Section 69G. Person who ceases to be substantial shareholder to notify company.
Section 69H. References to operation of section 6A.
Section 69I. Copy of notice to be served on Stock Exchange.
Section 69J. Notice to non-residents.
Section 69K. Registrar may extend time for giving notice under this Division.
Section 69L. Company to keep register of substantial shareholders.
Section 69M. Offences against certain sections.
Section 69N. Powers of Court with respect to defaulting substantial shareholders.
Section 69O. Power of company to require disclosure of beneficial interest in its voting shares.
Section 69P. [Deleted].
DIVISION 4 - DEBENTURES
Section 70. Register of debenture holders and copies of trust deed.
Section 71. Specific performance of contracts.
Section 72. Perpetual debentures.
Section 73. Reissue of redeemed debentures.
Section 74. Qualifications of trustee for debenture holders.
Section 75. Retirement of trustees.
Section 76. Contents of trust deed.
Section 77. Power of Court in relation to certain irredeemable debentures.
Section 78. Duties of trustees.
Section 79. Powers of trustee to apply to the Court for directions, etc.
Section 80. Obligations of borrowing corporation.
Section 81. Obligation of guarantor corporation to furnish information.
Section 82. Loans and deposits to be immediately repayable on certain events.
Section 83. Liability of trustees for debenture holders.
DIVISION 5 - INTERESTS OTHER THAN SHARES, DEBENTURES, ETC.
Section 84. Interpretation.
Section 85. Approved deeds.
Section 86. Approval of deeds.
Section 87. Approval of trustees.
Section 88. Covenants to be included in deeds.
Section 89. Interests to be issued by companies only.
Section 90. Statement to be issued.
Section 91. No issue without approved deed.
Section 92. Register of interest holders.
Section 93. Returns, information, etc., relating to interests.
Section 94. Penalty for contravention of Division, etc.
Section 95. Winding up of schemes, etc.
Section 96. Power to exempt from compliance with Division and nonapplication of Division in certain circumstances.
Section 97. Liability of trustees.
DIVISION 6 - TITLE AND TRANSFERS
Section 98. Nature of shares.
Section 99. Numbering of shares.
Section 100. Certificate to be evidence of title.
Section 101. Company may have duplicate common seal.
Section 102. Loss or destruction of certificates.
Section 103. Instrument of transfer.
Section 104. Registration of transfer at request of transferor.
Section 105. Notice of refusal to register transfer.
Section 106. Certification of transfers.
Section 107. Duties of company with respect to issue of certificates.
DIVISION 6A - PROVISIONS APPLICABLE TO COMPANIES WHOSE SECURITIES ARE DEPOSITED WITH THE CENTRAL DEPOSITORY
Section 107A. Interpretation.
Section 107B. Depositor deemed to be member.
Section 107C. Transfer of securities is by way of book entry.
Section 107D. Rectification of record of depositors.
Section 107E. Non-application of section 223 to disposition made by way of book entry.
Section 107F. Exemption from Division 6A.
DIVISION 7 - REGISTRATION OF CHARGES
Section 108. Registration of charges.
Section 109. Duty to register charges.
Section 110. Duty of company to register charges existing on property acquired.
Section 111. Register of charges to be kept by Registrar.
Section 112. Endorsement of certificate of registration on debentures.
Section 112A. Assignment and variation of charges.
Section 113. Entries of satisfaction and release of property from charge.
Section 114. Extension of time and rectification of register of charges.
Section 115. Company to keep copies of charging instruments and register of charges.
Section 116. Documents made out of Malaysia.
Section 117. Charges, etc., created before commencement of Act.
Section 118. Application of Division.
PART V - MANAGEMENT AND ADMINISTRATION
DIVISION 1 - OFFICE AND NAME
Section 119. Registered office of company.
Section 120. Office hours.
Section 121. Publication of name.
DIVISION 2 - DIRECTORS AND OFFICERS
Section 122. Directors.
Section 122A. Persons connected with a director.
Section 123. Restrictions on appointment or advertisement of director.
Section 124. Qualification of director.
Section 125. Undischarged bankrupts acting as directors.
Section 126. Appointment of directors to be voted on individually.
Section 127. Validity of acts of directors and officers.
Section 128. Removal of directors.
Section 129. Age limit for directors.
Section 130. Powers to restrain certain persons from managing companies.
Section 130A. Disqualification of directors of insolvent companies.
Section 131. Disclosure of interests in contracts, property, offices, etc.
Section 131A. Interested director not to participate or vote.
Section 131B. Functions and powers of the board.
Section 132. As to the duty and liability of officers.
Section 132A. [Deleted].
Section 132B. [Deleted].
Section 132C. Approval of company required for disposal by directors of company's undertaking or property.
Section 132D. Approval of company required for issue of shares by directors.
Section 132E. Substantial property transaction by director or substantial shareholder.
Section 132F. Exception and definition.
Section 132G. [Deleted]
Section 133. Loans to directors.
Section 133A. Prohibition of loans to persons connected with directors.
Section 134. Register of directors' shareholdings, etc.
Section 135. General duty to make disclosure.
Section 136. Prohibition of tax-free payments to directors.
Section 137. Payments to director for loss of office, etc.
Section 138. Provisions as to assignment of office.
Section 139. Secretary.
Section 139A. Qualification for company secretary.
Section 139B. Licence to act as company secretary.
Section 139C. Disqualification.
Section 139D. Appeal.
Section 140. Provisions indemnifying directors or officers.
Section 141. Register of directors, managers and secretaries.
DIVISION 3 - MEETINGS AND PROCEEDINGS
Section 142. Statutory meeting and statutory report.
Section 143. Annual general meeting.
Section 144. Convening of extraordinary general meeting on requisition.
Section 145. Calling of meetings.
Section 145A. Venues and technology for company meetings.
Section 146. Articles as to right to demand a poll.
Section 147. Quorum, chairman, voting, etc., at meetings.
Section 148. As to member's rights at meetings.
Section 149. Proxies.
Section 150. Power of Court to order meeting.
Section 151. Circulation of members' resolutions, etc.
Section 152. Special resolutions.
Section 152A. Resolution signed by all members deemed to be duly passed at meeting.
Section 153. Resolution requiring special notice.
Section 154. Registration and copies of certain resolutions and agreements.
Section 155. Resolutions at adjourned meetings.
Section 156. Minutes of proceedings.
Section 157. Inspection of minute books.
DIVISION 4 - REGISTER OF MEMBERS
Section 158. Register and index of members.
Section 159. Where register to he kept.
Section 160. Inspection and closing of register.
Section 161. Consequences of default by agent.
Section 162. Power of Court to rectify register.
Section 163. Limitation of liability of trustee, etc., registered as owner of shares.
Section 164. Branch registers.
DIVISION 5 - ANNUAL RETURN
Section 165. Annual return by company having a share capital.
Section 165A. Auditor's Statements.
Section 166. Exemption from filing list of members with annual return for certain public companies.
PART VI - ACCOUNTS AND AUDIT
DIVISION 1 - ACCOUNTS
Section 166A. Compliance with approved accounting standards.
Section 167. Accounts to be kept.
Section 167A. System of internal control.
Section 168. As to accounting periods of companies within the same group.
Section 169. Profit and loss account, balance-sheet and directors' report.
Section 169A. Relief from requirements as to form and content of accounts and reports.
Section 169B. Power of Registrar to require a statement of valuation of assets.
Section 170. Members of company entitled to balance sheet, etc.
Section 171. Penalty.
DIVISION 2 - AUDIT
Section 172. Appointment and remuneration of auditors.
Section 172A.Duty to inform upon ceasing to hold office as auditor.
Section 173. Auditors' remuneration.
Section 174. Powers and duties of auditors as to reports on accounts.
Section 174A.Auditors and other persons to enjoy qualified privilege in certain circumstances.
Section 175. Duties of auditors to trustee for debenture holders.
PART VII - ARRANGEMENT AND RECONSTRUCTIONS
Section 176. Power to compromise with creditors and members.
Section 177. Information as to compromise with creditors and members.
Section 178. Provisions for facilitating reconstruction and amalgamation of companies.
Section 179. [Deleted].
Section 180. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
Section 181. Remedy in cases of an oppression.
Section 181A. Proceedings on behalf of a company.
Section 181B. Leave of Court.
Section 181C. Leave to discontinue, compromise or settle proceedings.
Section 181D. Effect of ratification.
Section 181E. Powers of the Court.
PART VIII - RECEIVERS AND MANAGERS
Section 182. Disqualification for appointment as receiver.
Section 183. Liability of receiver.
Section 184. Power of Court to fix remuneration of receivers or managers.
Section 185. Appointment of liquidator as receiver.
Section 186. Notification of appointment of receiver.
Section 187. Statement that receiver appointed.
Section 188. Provisions as to information where receiver or manager appointed.
Section 189. Special provisions as to statement submitted to receiver.
Section 190. Lodging of accounts of receivers and managers.
Section 191. Payments of certain debts out of assets subject to floating charge in priority to claims under charge.
Section 192. Enforcement of duty of receiver, etc. , to make returns.
PART IX - INVESTIGATIONS
Section 193. Application of Part.
Section 194. Interpretation.
Section 195. Power to declare company or foreign company.
Section 196. Appointment of Inspectors for declared companies.
Section 197. Investigation of affairs of company by inspectors at direction of Minister.
Section 198. As to reports of inspectors.
Section 199. Investigation by resolution of company.
Section 199A. Investigation of affairs of related corporation.
Section 200. Procedure and costs of inquiry.
Section 201. As to costs of investigation under section 197.
Section 202. Report of inspector to be admissible in evidence.
Section 203. Powers of inspector in relation to a declared company.
Section 204. Suspension of actions and proceedings by declared company.
Section 205. Winding up of company.
Section 206. Penalties.
Section 207. Appointment and powers of inspectors to investigate ownership of company.
Section 208. Power to require information as to persons interested in share or debentures.
Section 208A. Power to require information as to persons interested in shares or debentures.
Section 209. Power to impose restrictions on shares or debentures.
Section 210. Inspectors appointed in other countries.
PART X - WINDING UP
DIVISION 1 - PRELIMINARY
Section 211. Modes of winding up.
Section 212. Application of winding up provisions.
Section 213. Government bound by certain provisions.
Section 214. Liability as contributories of present and past members.
Section 215. Nature of liability of contributory.
Section 216. Contributories in case of death of member.
DIVISION 2 - WINDING UP BY THE COURT
Section 217. Application of winding up.
Section 218. Circumstances in which company may be wound up by Court.
Section 219. Commencement of winding up by the Court.
Section 220. As to payment of preliminary costs, etc. , by petitioner (other than company or liquidator).
Section 221. Powers of Court on hearing petition.
Section 222. Power to stay or restrain proceedings against company.
Section 223. Avoidance of dispositions of property, etc.
Section 224. Avoidance of certain attachments, etc.
Section 225. Petition to be lis pendens.
Section 226. Copy of order to be lodged, etc.
Section 227. Appointment, style, etc., of liquidators.
Section 228. Provisions where person other than Official Receiver is appointed liquidator.
Section 229. Control of unofficial liquidators by Official Receiver.
Section 230. Control of Official Receivers by Minister.
Section 231. Provisional liquidator.
Section 232. General provisions as to liquidators.
Section 233. Custody and vesting of company's property.
Section 234. Statement of company's affairs to be submitted to Official Receiver.
Section 235. Report by liquidator.
Section 236. Powers of liquidator.
Section 237. Exercise and control of liquidator's powers.
Section 238. Payment by liquidator into bank.
Section 239. Release of liquidators and dissolution of company.
Section 240. As to orders for release or dissolution.
Subdivision (3)-Committees of Inspection
Section 241. Meetings to determine whether committee of inspection to be appointed.
Section 242. Constitution and proceedings of committee of inspection.
Subdivision (4)-General Powers of Court
Section 243. Power to stay winding up.
Section 244. Settlement of list of contributories and application of assets.
Section 245. Payment of debts due by contributory to company and extent to which set-off allowed.
Section 246. Appointment of special manager.
Section 247. Claims of creditors and distribution of assets.
Section 248. Inspection of books by creditors and contributories.
Section 249. Power to summon persons connected with company.
Section 250. Power to order public examination of promoters, directors, etc.
Section 251. Power to arrest absconding contributory.
Section 252. Delegation to liquidator of certain powers of Court.
Section 253. Powers of Court cumulative.
DIVISION 3 - VOLUNTARY WINDING UP
Section 254. Circumstances in which company may be wound up voluntarily.
Section 255. Provisional liquidators.
Section 256. Effect of voluntary winding up.
Section 257. Declaration of solvency.
Subdivision (2)-Provisions applicable only to Members' Voluntary Winding up
Section 258. Liquidators.
Section 259. Duty of liquidator to call creditors' meeting in case of insolvency.
Subdivision (3) - Provisions applicable only to Creditors' Voluntary Winding up
Section 260. Meeting of creditors.
Section 261. Liquidators.
Section 262. Committee of inspection.
Section 263. Property and proceedings.
Subdivision (4) - Provisions applicable to every Voluntary Winding up
Section 264. Distribution of property of company.
Section 265. Appointment of liquidator.
Section 266. Removal of liquidator.
Section 267. Review of liquidator's remuneration.
Section 268. Act of liquidator valid, etc.
Section 269. Powers and duties of liquidator.
Section 270. Power of liquidator to accept shares, etc., as consideration for sale of property of company.
Section 271. Annual meeting of members and creditors.
Section 272. Final meeting and dissolution.
Section 273. Arrangement when binding on creditors.
Section 274. Application to Court to have questions determined or powers exercised.
Section 275. Costs.
Section 276. Limitation on right to wind up voluntarily.
DIVISION 4 - PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP
Section 277. Books to be kept by liquidator.
Section 278. Powers of Official Receiver where no committee of inspection.
Section 279. Appeal against decision of liquidator.
Section 280. Notice of appointment and address of liquidator or provisional liquidator.
Section 281. Liquidator's accounts.
Section 282. Liquidator to make good defaults.
Section 283. Notification that a company is in liquidation.
Section 284. Books of company.
Section 285. Investment of surplus funds on general account.
Section 286. Unclaimed assets to be paid to receiver of revenue.
Section 287. Expenses of winding up where assets insufficient.
Section 288. Resolutions passed at adjourned meetings of creditors and contributories.
Section 289. Meetings to ascertain wishes of creditors or contributories.
Section 290. Special commission for receiving evidence.
Subdivision (2)-Proof and Ranking of Claims
Section 291. Proof of debts.
Section 292. Priorities.
Subdivision (3)-Effect on other Transactions
Section 293. Undue preference.
Section 294. Effect of floating charge.
Section 295. Liquidator's right to recover in respect of certain sales to or by company.
Section 296. Disclaimer of onerous property.
Section 297. Interpretation.
Section 298. Restriction of rights of creditor as to execution or attachment.
Section 299. Duties of bailiff as to goods taken in execution.
Section 300. Offences by officers of companies in liquidation.
Section 301. Inducement to be appointed liquidator.
Section 302. Penalty for falsification of books.
Section 303. Liability where proper accounts not kept.
Section 304. Responsibility for fraudulent trading.
Section 305. Power of Court to assess damages against delinquent officers, etc.
Section 306. Prosecution of delinquent officers and members of company.
Section 307. Power of Court to declare dissolution of company void.
Section 308. Power of Registrar to strike defunct company off register.
Section 309. Registrar to act as representative of defunct company in certain events.
Section 310. Outstanding assets of defunct company to vest in Registrar.
Section 311. Outstanding interests in property how disposed of.
Section 312. Liability of Registrar and Government as to property vested in Registrar.
Section 313. Accounts and audit.
DIVISION 5 - WINDING UP OF UNREGISTERED COMPANIES
Section 314. "Unregistered company".
Section 315. Winding up of unregistered companies.
Section 316. Contributories in winding up of unregistered company.
Section 317. Power of Court to stay or restrain proceedings.
Section 318. Outstanding assets of defunct unregistered company.
PART XI - VARIOUS TYPES OF COMPANIES, ETC.
DIVISION 1 - INVESTMENT COMPANIES
Section 319. Interpretation.
Section 320. Restriction on borrowing by investment companies.
Section 321. Restriction on investments of investment companies.
Section 322. Restriction on underwriting by investment companies.
Section 323. Special requirements as to articles and prospectus.
Section 324. Not to hold shares in other investment companies.
Section 325. Not to speculate in commodities.
Section 326. Balance sheets and accounts.
Section 327. Investment fluctuation reserve.
Section 328. Penalties.
DIVISION 2 - FOREIGN COMPANIES
Section 329. Foreign companies to which this Division applies.
Section 330. Interpretation.
Section 331. Power of foreign companies to hold immovable property.
Section 332. Documents, etc. , to be lodged by foreign companies having place of business in Malaysia.
Section 332A. Annual return.
Section 333. As to registered office and agents of foreign companies.
Section 334. Transitory provision.
Section 335. Return to be filed where documents, etc. , altered.
Section 336. Balance sheets.
Section 336A. Accounts to be kept by foreign companies.
Section 337. As to fee payable on registration of foreign company because of establishment of a share register in Malaysia.
Section 338. Obligation to state name of foreign company, whether limited, and place where incorporated.
Section 339. Service of notice.
Section 340. Cesser of business in Malaysia.
Section 341. Restriction on use of certain names.
Section 342. The branch register.
Section 343. Registration of shares in branch register.
Section 344. Removal of shares from branch register.
Section 345. Index of members, inspection and closing of branch registers.
Section 346. Application of provisions of Act relating to transfer.
Section 347. Branch register to be prima facie evidence.
Section 348. Certificate, re share holding.
Section 349. Penalties.
PART XII - GENERAL
DIVISION 1 - ENFORCEMENT OF ACT
Section 350. Service of documents on company.
Section 351. Security for costs.
Section 352. As to rights of witnesses to legal representation.
Section 353. Disposal of shares of shareholder whose whereabouts unknown.
Section 354. Power to grant relief.
Section 355. Irregularities in proceedings.
Section 356. Privileged communications.
Section 357. [Deleted].
Section 358. Form of registers, etc.
Section 358A. Use of computers and other means for company records.
Section 359. Inspection of registers.
Section 360. Translations of instruments.
Section 361. Certificate of incorporation conclusive evidence.
Section 362. Court may compel compliance.
DIVISION 2 - OFFENCES
Section 363. Restriction on offering shares, debentures, etc. for subscription or purchase.
Section 364. False and misleading statements.
Section 364A. False reports.
Section 365. Dividends payable from profits only.
Section 366. Fraudulently inducing persons to invest money.
Section 367. Penalty for improper use of words "Limited" and "Berhad".
Section 368. Frauds by officers.
Section 368A. Injunctions
Section 368B. Protection to certain officers who make disclosures.
Section 369. General penalty provisions.
Section 370. Default penalties.
Section 371. Proceedings how and when taken.
Section 371A. Compounding of offences.
DIVISION 3 - MISCELLANEOUS
Section 372. Rules.
Section 373. Regulations.
Section 374. Power to amend Schedule.
FIFTH SCHEDULE-A - [Deleted]
TENTH SCHEDULE - [Deleted]
LIST OF AMENDMENTS