ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART V - MANAGEMENT AND ADMINISTRATION

DIVISION 2 - DIRECTORS AND OFFICERS

Section 122. Directors.

(1) Every company shall have at least two directors, who each has his principal or only place of residence within Malaysia. (1A) In subsection (1), "director" shall not include an alternate or substitute director. (2) No person other than a natural person of full age shall be a director of a company. (3) The first directors of a company shall be named in the memorandum or articles of the company. (4) Any provision in the memorandum or articles of a company which was in force immediately before the commencement of this Act and which operated to constitute a corporation as a director of the company shall be read and construed as if it authorized that corporation to appoint a natural person to be a director of that company. (5) On the commencement of this Act any corporation which holds office as a director of a company shall cease to hold office and the vacancy may be filled as a casual vacancy in accordance with the articles of the company. (6) Notwithstanding anything contained in this Act or in the memorandum or articles of a company or in any agreement with a company, a director of a company shall not resign or vacate his office if, by his resignation or vacation from office, the number of directors of the company is reduced below the minimum number required by subsection (1) and any purported resignation or vacation of office in contravention of this section shall be deemed to be invalid. (7) Subsection (6) shall not apply where a director of a company is required to resign or vacate his office if he has not within the period referred to in subsection 124(1) obtained his qualification or by virtue of his disqualification under this Act or any other written law.