ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART V - MANAGEMENT AND ADMINISTRATION

DIVISION 2 - DIRECTORS AND OFFICERS

Section 134. Register of directors' shareholdings, etc.

(1) A company shall keep a register showing with respect to each director of the company particulars of— (a) shares in the company or in a related corporation being shares in which the director has an interest and the nature and extent of that interest; (b) debentures of or participatory interests made available by the company or a related corporation being debentures or participatory interests in which the director has an interest and the nature and extent of that interest; (c) rights or options of the director or of the director and other person in respect of the acquisition or disposal of shares in, debentures of or participatory interests made available by the company or a related corporation; and (d) contracts to which the director is a party or under which he is entitled to a benefit being contracts under which a person has a right to call for or to make delivery of shares in, debentures of or participatory interests made available by the company or a related corporation. (2) A company need not show in its register with respect to any director particulars of shares in a related corporation, that is the wholly-owned subsidiary of the company or of another corporation. (3) A company that is a wholly-owned subsidiary of another company shall be deemed to have complied with this section in relation to a director who is a director of that other company if the particulars required by this section to be shown in the register of the first-mentioned company with respect to the director are shown in the register of the second-mentioned company. (4) (Deleted by Act A657). (5) A company shall within three days after receiving notice from a director under paragraph 135(1)(a) enter in its register in relation to the director the particulars referred to in subsection (1) including the number and description of shares, debentures, participatory interests, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contracts entered into after he became a director— (a) the price or other consideration for the transaction, if any, by reason of which an entry is required to be made under this section; and (b) the date of— (i) the agreement for the transaction or if it is later, the completion of the transaction; or (ii) where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section. (6) A company shall, within three days after receiving a notice from a director under paragraph 135(1)(b), enter in its register the particulars of the change referred to in the notice. (7) A company is not, by reason of anything done under this section, to be deemed for any purpose to have notice of or to be put upon inquiry as to the right of a person to or in relation to, a share in, debenture of or participatory interest made available by the company. (8) A company shall, subject to this section, keep its register at the registered office of the company and the register shall be open for inspection by a member of the company without charge and by any other person on payment of a prescribed fee. (9) Any person may request a company to furnish him with a copy of its register or any part of its register on payment in advance of a prescribed fee and the company shall send the copy to that person within twenty-one days or such longer period as the Registrar thinks fit after the day on which the request is received by the company. (10) The Registrar may, at any time in writing, require a company to furnish him with a copy of its register or any part of its register and the company shall furnish the copy within seven days after the day on which the requirement is received by the company. (11) A company shall produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting. (12) In this section— (a) a reference to a participatory interest is a reference to an interest within the meaning of section 84; [Am. Act A1299:s.14] (b) a reference to a person who holds or acquires share, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest; and [Am. Act A1299:s.14] (c) a reference to an interest of the spouse of a director of a company (not being herself or himself a director of the company) and an interest of a child, including adopted child or stepchild, of a director of the company (not being himself a director of the company) in the shares or debentures of the company, shall be treated as the interest of the director in the shares or debentures of the company. [Ins. Act A1299:s.14] (13) In determining, for the purposes of this section, whether a person has an interest in a debenture or participatory interest the provisions of section 6A, except for subsections (1) and (3) of that section, have effect and in applying those provisions, a reference to share shall be read as a reference to a debenture or participatory interest. (14) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: Imprisonment for three years or fifteen thousand ringgit. Default penalty.