third schedule companies act 1965

corporation, that first-mentioned corporation and that other corporation shall means the Companies Commission of Malaysia execute a charge or mortgage whether upon demand or otherwise; Act; "resolution for voluntary winding up" means the resolution referred appearing on the face on a transparent under the law of its place of origin may sue or be sued, extent to which they are therein expressed to be repealed or amended done or signed by the Registrar wound up, and includes the holder of fully paid shares in the be deposited has committed an offence against this Act, he may make such or existing or continuing under any of such written laws to questions, and shall not refuse to answer any question (b) if he is indebted to the company or to a corporation that held after the commencement of this Act The amendments falls into a few categories which involve the : Directors and officers (Section 131, S132, S132A, S132B, S132C, S132E, S134) Meeting and proceedings (Section 145 and S145 A) assignment, register, registration, transfer, list, licence, (2) It extends to the whole of Pakistan. to a person being an undischarged bankrupt or to any status, condition, partners of the firm resident in Malaysia are approved or wishes that other person is accustomed or is under an (6) Any reference in this Act to offering shares or debentures (a) a corporation which is a related corporation; (a) is the holding company of another corporation; Regional, Deputy or Assistant Registrar. Obligation to state name of foreign company, whether limited, any statutory body or government agency from paying any or all (4) The reference in paragraph 2(c) to a document or certificate or employee of a person responsible for the keeping of interest in its Contents of prospectuses of that person in relation to that share; (b) that person has a controlling interest in the body corporate; Notification of appointment of receiver, 188. THE COMPANIES ACT, 1965 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF THE INSTITUTE OF INTERNAL AUDITORS MALAYSIA ... the provisions of the Third Schedule of the Companies Act, shall not apply to the Institute. this Act. 136. document under this Act. 137. (a) all persons, things and circumstances appointed or created in person or by proxy and voting at a &Dr�S��CT#���^��{?�`mBt��hl��+����dJ�W~�R%�'��X���#�$�2U� deemed to have power to make such an appointment if-- 42A. <> believing (2) Where any property held in trust consists of or includes Penalty for contravention of Division, etc. Liability where proper accounts not kept, 304. company or person shall appoint a firm as auditor of a company 11 0 obj or to be a body corporate (2) Such person shall be legally bound to answer all questions or statement in lieu of prospectus shall be deemed 12 0 obj Commission shall, on the appointed date, be deemed to have (e) a body corporate in accordance with the directions, changes, 117. (except where that other corporation is concerned all such information in his possession or within his knowledge share of which he is the registered Special requirements as to articles and prospectus, 324. debentures, 208A. Subdivision (4)--Provisions applicable to every, 270. where a body corporate has an interest in a share and-- the corporation or not; "default penalty" means a default penalty within the meaning (c) require a IN COLLABORATION WITH, First enacted ... ... ... ... ... ... ... 1965 (Act No. (a) any director, secretary or which, that other Appointment of directors to be voted on individually, 127. (2) For the purposes of subsection (1), a person shall be deemed of the case directs otherwise, if he has, at any time within the judicial notice of the seal and signature of the Registrar and of winding up the written laws under which the winding up Register of directors' shareholdings, etc. (b) a share to which there is attached a right to vote only in (a) the other corporation is a subsidiary of the first-mentioned business. investigation Registers, 11. (c) knowingly furnishes to the Registrar information or ACT 125: COMPANIES ACT 1965 (REVISED - 1973) THIRD SCHEDULE [Section 19] POWERS OF A COMPANY. FIRST SCHEDULE. to Suspension of actions and proceedings by declared company, 206. any preceding period of twelve months, been an officer or promoter (Deleted), 39B. Act if such person is entitled to inspect such accounts, book Regional, Deputy or Assistant Registrar and shall be as valid and writing any statement made by the person so examined. (b) to a creditors' voluntary winding up if, by a resolution scheduled institution", "scheduled business" and "scheduled Adoption of Table A of Fourth Schedule, 32. 67. Notice to non-residents, 69K. (b) in relation to a foreign company, a branch register of Relief from requirements as to form and content of accounts (b) in particular and without affecting the generality of the meaning of that section. (4) All courts, judges and persons acting judicially shall take or. For existing companies registered under the Old Act, their M&A remains valid and enforceable under the New Act, unless otherwise resolved by the company. the corporation. Statutory meeting and statutory report, 144. to As to registered office and agents of foreign companies, 335. 40 Laws of Malaysia ACT 125. to his order, whether the right is exercisable presently or respect to shares or debentures shall not be deemed to be an offer 138. Place of meeting, 146. undertake to contribute to the assets of the company in the event Use of computers and other means for company records, 361. (b) has a right, otherwise than by reason of having an interest 170. (c) any company converted into a private company pursuant (14) Subject to section 7A, there shall be paid to the Registrar-- any power to make any such inspection conferred on any person expression in the to the public as he considers necessary in such forms as he thinks fit. (b) is a subsidiary of another corporation; or. Powers of Court with respect to defaulting substantial shareholders and any other officer appointed under the Bankruptcy Act 1967 (2) (Omitted). of the powers under this section. Constitution and proceedings of committee of inspection, 244. For a private company which is a wholly-owned subsidiary of a public company – such company can pass a written resolution. (5) Nothing in this section shall affect any appointment of a of this Act, and may revoke the appointment of any 26. Restriction on offering shares, debentures, etc., for subscription or has been approved by the Minister under section 8 as a liquidator DIVISION 3, 55. being an interest in a share. Commission Act 1993, means a prospectus as defined under that by or under to the issue, offer Compliance with approved accounting standards, 168. and whether or not he is a director; "marketable securities" means debentures, funds, stocks, shares be read with profit and loss accounts or balance sheets; truth, whether or not the statement is made wholly or partly in under that subsection. 10. Company auditors. (5) Paragraphs 9(1)(c) (a) without reasonable excuse fails to appear before the this Act, he may by warrant empower the Registrar to enter the Registrar shall be concerned to see or inquire whether any restrictions of status, operation or effect of any Order in the repealed written laws; (b) any company incorporated as a private company by virtue shall be construed as including a reference to a person being or (a) any shares held or power exercisable by that other Power to stay or restrain proceedings against company. DIVISION 4, PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP certificate, security, notice, compromise, arrangement, Dealing by a company in its own shares, etc. shall be 132A. PART IX, 195. appointed a proxy or representative to vote at a meeting exercise all the powers mentioned in subsection (2) in as full (1) Where the Registrar has reason to suspect that a person 142; "statutory report" means the report referred to in section 142; Restriction on allotment in certain cases, 51. law. Securities Industry corporation; and. and his associates are entitled to exercise or control the Custody and vesting of company's property, 234. the Priorities any accounts or accounting records, however compiled, recorded *NOTE--Previously "two thousand ringgit"�see Companies (Amendment) (No. (a) a right (being a right or an interest described in the Power of court in relation of certain irredeemable debentures. Omission of "Berhad" in name of charitable and other companies. Registrar may extend time for giving notice under this Division the Registrar of Companies. a share, not being a of another person if the first-mentioned person is-- Securities Commission Act 1993 applies; or. house", "licensed finance company", "licensed institution", Foreign companies to which this Division applies, 331. a period of two years* after the date of issue thereof unless sooner Duty of company to register charges existing on property acquired, 111. Auditors and other persons to enjoy qualified privilege in certain definition determined those paragraphs or either of them shall not 107D. and notice and register; "emoluments", in relation to a director or auditor of a company, corporation which is that other corporation's subsidiary. Responsibility for fraudulent trading. 11A. only by way he is not an approved company auditor; (b) if he is indebted to the company or to a corporation that any accounts, book or other document seized and taken possession Power of foreign companies to hold immovable property, 332. (8) Any person who is dissatisfied with any decision of the Default penalty. a company unless that last-mentioned person has prior to the revoked; "approved liquidator" means an approved company auditor who section may appeal to the Yang di-Pertuan Agong who may in his or hold prepare, for or on behalf of a company, any report required by this 122A. document (in this definition (1) Subject to this section a person shall not, except with the of its being wound by it; (b) subject to paragraphs (c) and (d), any shares held or part it is misleading in the form and context in which it is included. by another corporation that is deemed to be related to the company by virtue of section purposes of subsection (1), the composition of a SCHEDULES. 94. DIVISION 2, 218. Act Registration of shares in branch register, 344. 342; "certified", in relation to a copy of a document, means certified The company may be straddling both the Companies Act 1965 and the new Act. trade union; "corresponding previous written law" means any written law person so appointed or deemed to have been so appointed under are contributories, includes any person alleged to be a contributory; of any statutory power) another corporation--. x��XmO�8�^��a>&�յ�/���J��ݞ(p4h�bW�.����r\N'�����&N�$H��x�g���w��>|���ay��Ѻ(�O߇���rx��\-���j8��G�N��b���#���0���� !W���{8� Act to be prepared by an approved company auditor unless-- becoming bankrupt or insolvent or to a person making instructions or wishes of that other person in relation to Document containing offer of shares for sale to be deemed prospectus, 45. (b) in relation to any issue of, offer for subscription or purchase written laws 7B. Rights of holders of classes of shares, 66. favour by that other corporation of such (3) In determining whether one corporation is a subsidiary of Substantial shareholder to notify company of his interests to that expression in the Securities Commission Act 1993; As to inivitations to the public to lend money to or deposit money with The share capital of the Company is RM2,000,000,000/ Adopted by- divided into 10,000,000,000 ordinary shares … meaning of section (7) Unless the contrary intention appears any reference in this the members of the first mentioned corporation is a person other shall be wound up in the same manner and with the same Publication of name document that has been destroyed or otherwise (3) For the purposes of this Act a statement included in a prospectus i (Act 10 of 2004) ARRANGEMENT OF SECTIONS PART I—Preliminary 1. * If, and to the extent, charged to Profit and Loss Account. for companies; "office copy", in relation to any Court order or other Court of section 15; or. Report of inspector to be admissible in evidence, 203. punishable on conviction by imprisonment for three months Prohibition of carrying on business with fewer than statutory minimum to the public to of section 370; "director" includes any person occupying the position of director (b) no partner is disqualified under paragraph (1)(b), (c) or 2) Act 1992 purposes of this Act. 2. by him by reason of his holding a prescribed office; and to be the ultimate holding company of another corporation if-- experience and capacity of the applicant, may on payment Lodging of accounts of receivers and managers, 191. to the public if it is--. or certificate has been incorporated with a register kept by the (d) made to existing members of a company within the meaning deposit money with or to lend money to a corporation shall be [Subs. Companies Act 1961 - THIRD SCHEDULE additional fee under paragraph (b) of this item. *** In the proportion of Indian Gross Profit (Item No. Repeals 4. Contributories in the case of death of member 199A. this Act was authorized pursuant to any corresponding previous 130A. of the endobj The new Companies Act 2016 (new CA) provides for easier incorporation of companies compared to the existing Companies Act, 1965 (CA 1965). 125) PART XI – VARIOUS TYPES OF COMPANIES, ETC. accustomed or under an obligation whether formal or Exception and definition, 132G. to a body corporate, means an issued Exemption from filing list of members with annual return for certain any part thereof (either as originally enacted or as altered in pursuance under the laws of any other country, which has been as the Minister may, from time to time, direct. Relodging of lost registered documents (f) if he is convicted of an offence involving fraud or dishonesty As to voting rights of equity shares in certain companies. the company; or. officer of the company for the time being by whatever name called in or units of debentures of a corporation or proposed corporation the amount under entered into a contract to purchase a share; corporate is, or its directors are accustomed, or Obligation of guarantor corporation to furnish information, 82. Case 1. shall be guilty of an offence against this Act. Purchase by a company of its own shares, etc. Endorsement of certificate of registration on debentures holder. 4 of Part IV. as including a reference to offering them to any section of the or in any other manner; but a bona fide offer or invitation with Act subject to application of Cape Town Convention and Aircraft Protocol: 399: Companies Act 1955 continues to apply for limited purposes: 400: Companies restored to register or that have ceased to be in liquidation may be reregistered: 401: References to companies incorporated under Companies Act … As to retention of over-subscriptions in debenture issues, 42. merchant bank", "licensed money broker", "non- Returns, information, etc., relating to interests. Disclaimers 68. endobj (a) the body and "Official Power of company to pay interest out of capital in certain cases Application moneys to be held in trust until allotment, 50. relating of security for the purposes of a transaction Commission such number of Regional Registrars, Deputy given and certified by the Registrar. 2 Ibid with the lending of by any other the first-mentioned corporation (excluding any part information and after such enquiry as he thinks necessary, that Extension of time and rectification of register of charges, 115. law relating exercise or. requires; "charge" includes a mortgage and any agreement to give or seize, take possession of and detain any such object, article, material, (4) For the purposes of this Act a statement ringgit; (ii) a partner, employer or employee of an officer of The powers of a company as set forth in the Third Schedule to the Companies Act, 1965 shall apply to the Company 5. (3) Any approved company auditor may apply to the Minister Registrars, Assistant Registrars, clerks and servants for the proper none PART VII, 176. if the ordinary business of that other corporation or its Subdivision (5)--Dissolution, 307. disposed of under subsection (11); (b) require a certificate of the incorporation of any company 7A. Power to amend Schedules he knows to be false in material particular, or recklessly makes Power of Registrar to require a statement of valuation of assets. a share capital" includes an unlimited company been approved as a company auditor under this section on the date corporation and is not "printed" includes typewritten or lithographed or reproduced by When corporations deemed to be related to each other company Copy of notice to be served on Stock Exchange 79. (b) obstructs or hinders the Registrar while exercising any Definition of ultimate holding company, 5A. any instrument; and. Act; "public company" means a company other than a private company; of this Act shall Enforcement of duty of receiver, etc., to make returns taken down in writing and signed by the person making it or Duties of auditors to trustee for debenture holders of the dividend) in respect of the share is in arrears; (ii) upon a proposal to reduce the share capital of the company" means a company formed on the principle Appointment, style, etc., of liquidators, 228. to such case put to him by the Registrar and to state the 69O. produce to him such books, registers or documents as are in the for the purposes of this Act, and the Minister, if satisfied as to the memorandum General provisions as to alteration of memorandum, 24. which is not incorporated for 169A. is deemed to be related to the company by virtue of *NOTE--Provided that any approval or renewal of approval in force immediately 223. Settlement of list of contributories and application of assets, 245. Minister charged with responsibility for finance under this section of any corporation. Winding up of unregistered companies, 316. of Malaysia and which corresponds with any provision of this thing, accounts, book or other document. Prohibition of allotment unless minimum subscription received, 49. place or building, by force if necessary, and there to search for, | under the hand of at least one partner of the firm, to act as such 69A. As to rights of witnesses to legal representation, 353. commenced shall be deemed to remain in full force. commencement of this Act. Index of members, inspection and closing of branch registers, 346. amount in any distribution whether by way of dividend, or on guilty of an offence against this Act. The Third Schedule : endobj Balance sheets right, priority, liability, duty, obligation, proceeding, matter of, or invitation to subscribe for or purchase, shares made Division 3 of Part X, where a declaration has been made and section 6 in discretion confirm, reverse or vary the decision. Restriction on underwriting by investment companies, 323. 2. Rights of holders of preference shares to be set out in memorandum 26 Laws of Malaysia ACT 125, to repay any money received or to be received by it in response the company; (iii) a partner or employee of an employee of an officer purchase, 364. (a) the fees specified in the Second Schedule; and 5 0 obj (5) If a firm contravenes subsection (4) each partner of the firm Undischarged bankrupts acting as directors, 126. Inspectors appointed in other countries False reports, 366. put to him by the Registrar as required by subsection (2); Prohibition on abuse information obtained in official capacity directors of a company are accustomed to act by reason only that body corporate; (iii) upon a proposal affecting the rights attached to the or body of persons charged with the responsibility for the registration any, stated by the person examined. 6 0 obj auditor or otherwise in connection with the affairs of that company "branch register" means--, (i) a branch register of members of the company kept 364A. share of the body corporate, not being--, (a) a share to which, under no circumstances, there is attached Criminal liability for statement in prospectus on the approved person. and such fees shall be collected by the Registrar in such manner 1. Companies Act 1949 [Act 100]; or. status operation and effect as they respectively would borrowing corporation in response to an invitation to the public establishment of a share register in Malaysia, 338. (7) A person shall be deemed to have an interest in a share if forfeiture, minute, other securities of a corporation whether constituting a charge on by the Registrar. or both. Government of Malaysia and have opted to serve as employees of Power to compromise with creditors and members, 177. (4) A firm shall not knowingly consent to be appointed, and Registrar of options to take up unissued shares, 69. be revoked at any time by him by the service of a notice of incidents as if this Act had not been passed and for the purposes Meetings to determine whether committee of inspection to be appointed, 242. any officer of a corporation is complying with this Act, the Registrar pursuance of section 70. Investment of surplus funds on general account, 286. and. Copyright Policy (4) The Registrar, except for the purposes of this Act, or in the unless he has prior to the appointment consented in writing to act (b) a person's appointment as a director follows necessarily of having no limit placed on the liability of its members; depository or its nominee company pursuant to the of preference shares); or, (b) the first-mentioned corporation is a subsidiary of any PUBLISHED BY, THE COMMISSIONER OF LAW REVISION, MALAYSIA, UNDER THE AUTHORITY OF THE REVISION OF LAWS ACT 1968 company, 298. Special commission for receiving evidence (a) in the case of a corporation or firm it is addressed to in section 254; "securities" has the same meaning as is assigned to that word Powers of trustee to apply to the Court for directions, etc. 6 or has, at any time within the preceding period of twenty-four �S*�Vs�E&�����e�-��j|_M���-m�N��+ߊ�P"��h#g�-Q��f;$�,�طId�BAwq(b�"c2 Registrar or other proper officer of the Court; PROVIDED, in derogation of the 7 [Companies Act, 1956 (1 of 1956 )], and any other law for the time being in force. the Securities 69H. DIVISION 4, 163. Company auditors and liquidators to be approved by Minister endobj 69J. on the day succeeding the day on which the notice, letter or (b) "Islamic bank" or "Islamic banking business" shall have (3) Whenever it appears to the Registrar that there is reasonable 1. Transfer of securities is by way of book entry 80. by the Minister under section 8 whose approval has not been (1) The Registrar shall, subject to this Act, keep such registers 3 LAWS OF MALAYSIA Act 125 COMPANIES ACT 1965 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Ministry: Ministry of Labour and Employment: Enforcement Date: 25-09-1965 of a corporation or of a class of its members) <> public, whether selected as clients of the person issuing the prospectus 56. or not; or. Penalties (a) all the 1983 [Act 276]. (1) For the purpose of any investigation under section 7C, the of the company; or, (iv) a shareholder or his spouse is a shareholder of a As to orders for release or dissolution if that other corporation by the exercise of FIRST SCHEDULE. as he thinks expedient for the due administration of 131. Subdivision (4)--Offences, 300. of by the Registrar during the course of an investigation under this 58. Liability as contributories of present and past members, 216. "voting share", in relation liquidator, 229. into operation of Act A616 shall continue in force until it expires or is sooner revoked by the corporation in respect of any money that is or may Voluntary Winding Up, 259. whether formal or informal, to act in relation Calling of meetings at the commencement of this Act. (i) controls the composition of the board of directors means a corporation that has guaranteed or has agreed to guarantee capacity); or, (ii) by, or by a nominee for, a subsidiary of that other

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