ACT 125

Section 342. The branch register.
(1) Subject to this section, a foreign company which has a share capital and has any member who is resident in Malaysia, shall keep at its registered office in Malaysia or at some other place in Malaysia a branch register for the purpose of registering shares of members resident in Malaysia who apply to have the shares registered therein.

(2) The company shall not be obliged to keep a branch register pursuant to subsection (1) until after the expiration of two months from the receipt by it of an application in writing by a member resident in Malaysia for registration in its branch register in Malaysia of the shares held by the member.

(3) If default is made in complying with subsection (1) the foreign company, every officer of the company who is in default and every agent of the company who knowingly and wilfully authorizes or permits the default shall be guilty of an offence against this Act.

Penalty: Two hundred and fifty ringgit. Default penalty.

(4) This section shall not apply to any foreign company which by its constitution prohibits any invitation to the public to subscribe for shares in the company.

(5) Every such register as aforesaid shall be kept in the manner provided by Division 4 of Part V as though the register were the register of a company and transfers shall be effected on the register in the same manner and at the same charges as on the principal register of the company and transfer lodged at its registered office in Malaysia shall be binding on the company and the Court shall have the same powers in relation to rectification of the register as it has in respect of the register of a company incorporated in Malaysia.

(6) Where a foreign company opens a branch register in Malaysia it shall, within fourteen days after the opening thereof, lodge with the Registrar notice of that fact specifying the address where the register is kept.

(7) Where any change is made in the place where the register is kept or where the register is discontinued the company shall, within fourteen days of the change or discontinuance, lodge notice of the change or discontinuance with the Registrar.

(8) Where a company or corporation is entitled pursuant to a law of the place of incorporation of a foreign company corresponding with section 180 to give notice to a dissenting shareholder in that foreign company that it desires to acquire any of his shares registered on a branch register kept in Malaysia, this section shall cease to apply to that foreign company until—

    (a) the shares have been acquired; or

    (b) that company or corporation has ceased to be entitled to acquire the shares.