Companies Act, Lawyer,Law Firm,Legal advice,peguam,solicitor,advocate,peguamcara,legal,firm,undang-undang,nasihat,peguambela,attorney,firma guaman,kuala lumpur, selangor, petaling jaya, pj,malaysia of 50

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already lodged in pursuance of subsection 332(2), a copy of the

deed or document or power of attorney referred to in that section

verified in accordance with that section.

Transitory provision

334. (1) On the lodging with the Registrar of particulars of a

change or alteration in a matter referred to in paragraph 335(1)(f),

the Registrar shall issue a certificate in the prescribed form under

his hand and seal, which certificate shall be prima facie evidence

in all courts of the particulars mentioned in the certificate.

(2) Nothing in this Division shall require a foreign company

which was registered under any of the repealed written laws

immediately before the commencement of this Act as a foreign

company to register pursuant to this Division but such a company

shall comply with paragraphs 332(1)(d) and (f) within one month

after the commencement of this Act.

Return to be filed where documents, etc., altered

335. (1) Where any change or alteration is made in--

(a) the charter, statutes, memorandum or articles of the foreign

company or other instrument lodged with the Registrar;

(b) the directors of the foreign company or in the name or

address of any director;

(c) the agent or agents of the foreign company or in the name

or address of any agent;

(d) the situation of the registered office of the foreign company

in Malaysia or of the days or hours during which it is

open and accessible to the public;

(e) the address of the registered office of the foreign company

in its place of incorporation or origin;

(f) the name of the foreign company; or

(g) the powers of any directors resident in Malaysia who are

members of the local board of directors of the foreign

company,

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the foreign company shall, within one month or within such further

period as the Registrar in special circumstances allows after the

change or alteration, lodge with the Registrar particulars of the

change or alteration and such documents as the regulations require.

Second Schedule fee payable

(1A) Upon receipt of the aforesaid particulars of the change or

alteration the Registrar shall subject to this Act register the change

or alteration.

(2) If a foreign company increases its authorized share capital

it shall, within one month or within such further period as the

Registrar in special circumstances allows after the increase, lodge

with the Registrar notice of the amount from which and of the

amount to which it has been so increased.

(3) If a foreign company not having a share capital increases

the number of its members beyond the registered number it shall,

within one month or within such further period as the Registrar

in special circumstance allows after the increase was resolved on

or took place, lodge with the Registrar notice of the increase.

(4) If any order is made by a Court under any law in force in

the country in which a foreign company is incorporated which

corresponds to section 176 the company shall, within one month

or within such further period as the Registrar in special circumstances

allows after the order was made, lodge with the Registrar an office

copy of that order.

Balance sheets

336. (1) Subject to this section a foreign company shall, within

two months of its annual general meeting, lodge with the Registrar

a copy of its balance sheet made up to the end of its last financial

year in such form and containing such particulars and accompanied

by copies of such documents as the company is required to annex,

attach or send with its balance sheet by the law for the time being

applicable to that company in the place of its incorporation or

origin, together with a statutory declaration in the prescribed form

verifying that the copies are true copies of the documents so

required.

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(2) The Registrar may, if he is of the opinion that the balance

sheet and other documents referred to in subsection (1) do not

sufficiently disclose the company's financial position, require the

company to lodge a balance sheet within such period, in such form

and containing such particulars and to annex thereto such documents

as the Registrar by notice in writing to the company requires, but

this subsection does not authorize the Registrar to require a balance

sheet to contain any particulars or the company to annex, attach

or to send any documents that would not be required to be furnished

if the company were a public company incorporated under this

Act.

(3) The company shall comply with the requirements set out in

the notice.

(4) Where a foreign company is not required by the law of the

place of its incorporation or origin to hold an annual general

meeting and prepare a balance sheet, the company shall prepare

and lodge with the Registrar a balance sheet within such period,

in such form and containing such particulars and to annex thereto

such documents as the directors of the company would have been

required to prepare or obtain if the company were a public company

incorporated under this Act.

(5) In addition to the balance sheet and other documents required

to be lodged with the Registrar by subsections (1) to (4), a foreign

company shall lodge with the Registrar with the balance sheet and

other documents a duly audited statement showing its assets used

in and liabilities arising out of its operations in Malaysia as at the

date to which its balance sheet was made up and a duly audited

profit and loss account which, so far as is practicable, complies

with the requirements of the Ninth Schedule and which gives a

true and fair view of the profit or loss arising out of the company's

operations in Malaysia for the last preceding financial year of the

company:

Provided that--

(a) the company shall be entitled to make such apportionments

of expenses incurred in connection with operations or

administration affecting both Malaysia and elsewhere and

to add such notes and explanations as in its opinion are

necessary or desirable in order to give a true and fair

view of the profit or loss of its operations in Malaysia;

and

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(b) the Registrar may waive compliance with this subsection

in relation to any foreign company if he is satisfied that--

(i) it is impractical to comply with this subsection

having regard to the nature of the company's

operations in Malaysia;

(ii) it would be of no real value having regard to the

amount involved;

(iii) it would involve expense unduly out of proportion

to its value; or

(iv) it would be misleading or harmful to the business

of the company or to any company which is deemed

by virtue of section 6 to be related to the company.

(6) A statement and profit and loss account shall be deemed to

have been duly audited for the purposes of subsection (5) if it is

accompanied by a report by an approved company auditor which

complies with section 174 and accompanied by a statutory declaration

by the agent or, where the agent is not primarily responsible for

the financial management of the company, by the person so

responsible setting forth his opinion as to the correctness or otherwise

of the statement and profit and loss account.

(7) (Deleted by Act A836).

Accounts to be kept by foreign companies

336A. (1) Every foreign company and the directors and managers

thereof shall cause to be kept such accounting and other records

in Malaysia as will sufficiently explain the transactions and financial

position of the foreign company (arising out of its operations in

Malaysia) and shall cause those records to be kept in such a

manner as to enable them to be conveniently and properly audited.

(1A) The records referred to in subsection (1) shall be audited

by a person approved under section 8.

(2) Every foreign company and the directors and managers thereof

shall cause appropriate entries to be made in the accounting and

other records within sixty days of the completion of the transactions

to which they relate.

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(3) Subsections 167(2), (3), (6) and (7) shall apply to foreign

companies as if for references to "company" there were substituted

references to "foreign company" .

As to fee payable on registration of foreign company because

of establishment of a share register in Malaysia

337. (1) Where, on the registration of a company as a foreign

company or on the lodging by a foreign company of a notice under

subsection 335(2), the Registrar certifies in writing that he is

satisfied that the company has established in Malaysia a share

transfer or share registration office but has not otherwise carried

on, is not otherwise carrying on and does not propose otherwise

to carry on business in Malaysia, the liability to pay such part, if

any, of the fee payable under item 18 or 19 of the Second Schedule

in respect of the registration or the lodging of the notice as exceeds

one thousand ringgit is, by force of this section, suspended until

the company commences otherwise to carry on business in Malaysia

or fails to comply with subsection (2), whichever first occurs, but

thereupon the company is liable to pay to the Registrar that part

of that fee.

(2) A company shall, so long as a suspension under subsection

(1) of liability to pay a fee in respect of the company continues,

lodge with the Registrar in each year at the time when a copy of

its balance sheet is lodged with the Registrar a notice in the

prescribed form containing the prescribed particulars with respect

to the business being carried on in Malaysia by the company.

(3) Where a foreign company in respect of which the Registrar

has issued a certificate under subsection (1) commences to carry

on business in Malaysia otherwise than by reason of establishing

or using a share transfer or share registration office, the company

shall, within fourteen days after so commencing, lodge with the

Registrar notice thereof in the prescribed form.

Obligation to state name of foreign company, whether limited,

and place where incorporated

338. (1) A foreign company shall--

(a) conspicuously exhibit outside its registered office and

every place of business established by it in Malaysia in

romanised letters its name and the place where it is formed

or incorporated;

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(b) cause its name, company number and the place where it

is formed or incorporated to be stated in legible romanised

letters on all its bill-heads and letter paper and in all its

notices, prospectuses and other official publications; and

(c) if the liability of its members is limited (unless the last

word of its name is the word "Berhad" or "Limited" or

the abbreviation "Bhd." or "Ltd."), cause notice of that

fact--

(i) to be stated in legible characters in every prospectus

issued by it and in all its bill-heads, letter paper,

notices, and other official publications in Malaysia;

and

(ii) except in the case of a banking corporation, to be

exhibited outside its registered office and every

place of business established by it in Malaysia.

(2) Where the name of a foreign company is indicated on the

outside of its registered office or any place of business established

by it in Malaysia or on any of the documents referred to in subsection

(1) in characters or in any other way than by the use of romanised

letters, the provisions of this section relating to the exhibition or

statement of its name shall be deemed not to have been complied

with unless the name of the company is exhibited outside its office

or place of business or stated on the document in romanised letters

not less large than any of the characters so exhibited or stated on

the relevant office, place of business or document.

(3) In this section, "company number" means the number allocated

by the Registrar to a foreign company on its registration.

Service of notice

339. Any document required to be served on a foreign company

shall be sufficiently served--

(a) if addressed to the foreign company and left at or sent

by post to its registered office in Malaysia;

(b) if addressed to an agent of the company and left at or sent

by post to his registered address; or

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(c) in the case of a foreign company which has ceased to

maintain a place of business in Malaysia if addressed to

the foreign company and left at or sent by post to its

registered office in the place of its incorporation.

Cesser of business in Malaysia

340. (1) If a foreign company ceases to have a place of business

or to carry on business in Malaysia, it shall, within seven days

after so ceasing, lodge with the Registrar notice of that fact, and

as from the day on which the notice is so lodged its obligation to

lodge any document (not being a document that ought to have been

lodged before that day) with the Registrar shall cease, and the

Registrar shall, upon the expiration of twelve months after lodging

of the notice, remove the name of that foreign company from the

(2) If a foreign company goes into liquidation or is dissolved

in its place of incorporation or origin--

(a) each person who, immediately prior to the commencement

of the liquidation proceedings, was an agent shall, within

one month after the commencement of the liquidation or

the dissolution or within such further time as the Registrar

in special circumstances allows, lodge or cause to be

lodged with the Registrar notice of that fact and, when

a liquidator is appointed, notice of his appointment; and

(b) the liquidator shall, until a liquidator for Malaysia is duly

appointed by the Court, have the powers and functions

of a liquidator for Malaysia.

(3) A liquidator of a foreign company appointed for Malaysia

by the Court or a person exercising the powers and functions of

such a liquidator--

(a) shall, before any distribution of the foreign company's

assets is made, by advertisement in a newspaper circulating

generally in each country where the foreign company had

been carrying on business prior to the liquidation if no

liquidator has been appointed for that place, invite all

creditors to make their claims against the foreign company

within a reasonable time prior to the distribution;

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(b) shall not, without obtaining an order of the Court except

as otherwise provided in subsection (7), pay out any

creditor to the exclusion of any other creditor of the

foreign company; and

(c) shall, unless otherwise ordered by the Court, only recover

and realize the assets of the foreign company in Malaysia

and shall, subject to subsection (7), pay the net amount

so recovered and realized to the liquidator of that foreign

company for the place where it was formed or incorporated

after paying any debts and satisfying any liabilities incurred

in Malaysia by the foreign company.

(4) Where a foreign company has been wound up, so far as its

assets in Malaysia are concerned and there is no liquidator for the

place of its incorporation or origin, the liquidator may apply to the

Court for directions as to the disposal of the net amount recovered

in pursuance of subsection (3).

(5) On receipt of a notice from an agent that the company has

been dissolved the Registrar shall remove the name of the company

from the register.

(6) Where the Registrar has reasonable cause to believe that a

foreign company has ceased to carry on business or to have a place

of business in Malaysia, the provisions of this Act relating to the

striking off the register of the names of defunct companies shall,

with such adaptations as are necessary, extend and apply accordingly.

(7) Section 292 shall apply to a foreign company wound up or

dissolved pursuant to this section as if for references to a company

there were substituted references to a foreign company.

Restriction on use of certain names

341. (1) Except with the consent of the Minister, a foreign company

shall not be registered by a name that, in the opinion of the

Registrar, is undesirable or is a name, or a name of a kind, that

the Minister has directed the Registrar not to accept for registration.

(2) Except with the consent of the Minister, any change in the

name of a foreign company shall not be registered if in the opinion

of the Registrar the new name of the company is undesirable or

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is a name, or a name of a kind, that the Minister has directed the

Registrar not to accept for registration, notwithstanding that particulars

of the change have been lodged in accordance with section 335.

(3) No foreign company to which this Division applies shall use

in Malaysia any name other than that under which it is registered

under this Division.

(4) If default is made in complying with subsection (3) 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 thousand ringgit. Default penalty.

The branch register

342. (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.

*NOTE--Previously "Five hundred ringgit"see Companies (Amendment) Act 1986 [Act A657].

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(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

in the same manner and at the same charges as on the principal

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

(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.

Registration of shares in branch register

343. Subject to this Act, on application in that behalf by a member

resident in Malaysia, the foreign company shall register in a branch

registered in any other register kept by the company.

Removal of shares from branch register

344. Subject to this Act, on application in that behalf by a member

holding shares registered in a branch register, the foreign company

shall remove the shares from the branch register and register them

in such other register within Malaysia as is specified in the application.

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Index of members, inspection and closing of branch registers

345. Sections 158,159 and 160 shall, with such adaptations as are

necessary, apply respectively to the index of persons holding shares

in a branch register and to the inspection and the closing of the

Application of provisions of Act relating to transfer

346. Sections 103 and 104, subsections 105(1), 107(1) and (3)

and section 162 shall apply with necessary adaptations with respect

to the transfer of shares on and the rectification of the branch

Branch register to be prima facie evidence

347. A branch register shall be prima facie evidence of any

matters by this Division directed or authorized to be inserted

therein.

Certificate, re share holding

348. A certificate under the seal of a foreign company specifying

any shares held by any member of that company and registered in

the branch register shall be prima facie evidence of the title of the

member to the shares and the registration of the shares in the

branch register.

Penalties

349. If default is made by any foreign company in complying

with any provision of this Division other than a provision in which

a penalty or punishment is expressly mentioned, the company and

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: *One thousand ringgit. Default penalty.

*NOTE--Previously "two hundred and fifty ringgit"see Companies (Amendment) Act 1986 [Act A657].

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PART XII

GENERAL

DIVISION 1

ENFORCEMENT OF ACT

Service of documents on company

350. A document may be served on a company by leaving it at

or sending it by registered post to the registered office of the

company.

Security for costs

351. (1) Where a company is plaintiff in any action or other legal

proceeding the court having jurisdiction in the matter may, if it

appears by credible testimony that there is reason to believe that

the company will be unable to pay the costs of the defendant if

successful in his defence, require sufficient security to be given

for those costs and stay all proceedings until the security is given.

Costs

(2) The costs of any proceeding before a court under this Act

shall be borne by such party to the proceeding as the court may,

in its discretion, direct.

As to rights of witnesses to legal representation

352. Any person summoned for examination under Part IX or

under section 249 or 250 may at his own cost employ an advocate

who shall be at liberty to put to him such questions as the inspector,

Court, Sessions Court Judge or magistrate deems just for the purpose

of enabling him to explain or qualify any answers given by him.

Disposal of shares of shareholder whose whereabouts unknown

353. (1) Where by the exercise of reasonable diligence a company

is unable to discover the whereabouts of a shareholder for a period

of not less than ten years the company may cause an advertisement

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to be published in a newspaper circulating in the place shown in

the register of members as the address of the shareholder stating

that the company after the expiration of one month from the date

of the advertisement intends to transfer the shares to the Minister

charged with responsibility for finance.

(2) If after the expiration of one month from the date of the

advertisement the whereabouts of the shareholder remain unknown,

the company may transfer the shares held by the shareholder in

the company to the Minister charged with responsibility for finance

and for that purpose may execute for and on behalf of the owner

a transfer of those shares to the Minister charged with responsibility

for finance.

(3) The Minister shall sell or dispose of any shares so received

in such manner and at such time as he thinks fit and shall deal with

the proceeds of the sale or disposal as if they were moneys paid

to him pursuant to the law relating to unclaimed moneys.

Power to grant relief

354. (1) If in any proceeding for negligence, default, breach of

duty or breach of trust against a person to whom this section

applies it appears to the Court before which the proceedings are

taken that he is or may be liable in respect thereof but that he has

acted honestly and reasonably and that, having regard to all the

circumstances of the case including those connected with his

appointment, he ought fairly to be excused for the negligence,

default or breach the court may relieve him either wholly or partly

from his liability on such terms as the Court thinks fit.

(2) Where any person to whom this section applies has reason

to apprehend that any claim will or might be made against him in

respect of any negligence, default, breach of duty or breach of trust

he may apply to the Court for relief, and the Court shall have the

same power to relieve him as under this section it would have had

if it had been a Court before which proceedings against him for

negligence, default, breach of duty or breach of trust had been

brought.

(3) The persons to whom this section applies are--

(a) officers of a corporation;

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(b) persons employed by a corporation as auditors, whether

they are or are not officers of the corporation;

(c) experts within the meaning of this Act; and

(d) any persons who are receivers, receivers and managers

or liquidators appointed or directed by the Court to carry

out any duty under this Act in relation to a corporation

and all other persons so appointed or so directed.

Irregularities in proceedings

355. (1) No proceeding under this Act shall be invalidated by any

defect, irregularity or deficiency of notice or time unless the Court

is of opinion that substantial injustice has been or may be caused

thereby which cannot be remedied by any order of the Court.

(2) The Court may if it thinks fit make an order declaring that

the proceeding is valid notwithstanding any such defect, irregularity

or deficiency.

(3) Without affecting the generality of subsections (1) and (2)

or of any other provision of this Act, where any omission, defect,

error or irregularity (including the absence of a quorum at any

meeting of the company or of the directors) has occurred in the

management or administration of a company whereby any breach

of this Act has occurred, or whereby there has been default in the

observance of the memorandum or articles of the company or

whereby any proceedings at or in connection with any meeting of

the company or of the directors thereof or any assemblage purporting

to be such a meeting have been rendered ineffective including the

failure to make or lodge any declaration of solvency pursuant to

section 257, the Court--

(a) may, either of its own motion or on the application of any

interested person, make such order as it thinks fit to

rectify or cause to be rectified or to negative or modify

or cause to be modified the consequences in law of any

such omission, defect, error or irregularity, or to validate

any act, matter or thing rendered or alleged to have been

rendered invalid by or as a result of any such omission,

defect, error or irregularity;

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(b) shall, before making any such order, satisfy itself that

such an order would not do injustice to the company or

to any member or creditor thereof,

(c) where any such order is made, may give such ancillary

or consequential directions as it thinks fit; and

(d) may determine what notice or summons is to be given

to other persons of the intention to make any such

application or of the intention to make such an order, and

whether and how it should be given or served and whether

it should be advertised in any newspaper.

(4) The Court (whether the company is in process of being

wound up or not) may enlarge or abridge any time for doing any

act or taking any proceeding allowed or limited by this Act upon

such terms, if any, as the justice of the case may require and any

such enlargement may be ordered although the application for the

same is not made until after the time originally allowed or limited.

Privileged communications

356. No inspector appointed under this Act shall require disclosure

by an advocate of any privileged communication made to him in

that capacity, except as respects the name and address of his client.

(Deleted by Act A836).

357.

Form of registers, etc.

358. (1) For the purposes of this Act any register, index, minute

book or book of account may be kept either by making entries in

a bound book or by recording the matters in question in any other

permanent manner.

(2) Where any register, index, minute book or book of account

required by this Act to be kept is not kept by making entries in

a bound book, but by some other means--

(a) reasonable precautions shall be taken for guarding against

falsification and for facilitating the discovery of any

falsification; and

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(b) proper facilities shall be provided to enable the register,

index, minute book or book of account to be inspected,

and where default is made in complying with this subsection the

company and every officer of the company who is in default shall

be guilty of an offence against this Act.

Penalty: *Two thousand ringgit. Default penalty.

Use of computers and other means for company records

358A. (1) The power conferred on a company by section 358 to

keep a register and other records by recording the matters in

question otherwise than by making entries in bound books includes

the power to keep the register or other record (other than the

minute books kept pursuant to section 156) by recording those

matters in question otherwise than in a legible form, so long as

the recording is capable of being reproduced in a legible form.

(2) Any provision of an instrument made by a company before

the commencement of this Act which requires a register of holders

of debentures of the company to be kept in a legible form shall

be construed as requiring the register to be kept in a legible or non-

legible form, provided, however, that a register kept in a non-

legible form shall be capable of being reproduced in a legible

form.

(3) If any such register or other record of a company is kept

by the company by recording the matters in question otherwise

than in a legible form, any duty imposed on the company by this

Act to allow inspection of, or to furnish a copy of, the register of

other record or any part of it, shall be treated as a duty to allow

inspection of, or furnish, a reproduction of the recording or of the

relevant part of it in a legible form.

Inspection of registers

359. (1) Any register, minute book or document of a corporation

which is by this Act required to be available for inspection shall,

subject to and in accordance with this Act, be available for inspection

at the place where in accordance with this Act it is kept during

the hours in which the registered office of the corporation is

accessible to the public.

*NOTE--Previously "two hundred and fifty ringgit"see Companies (Amendment) Act 1985 [Act A616].

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(2) Any person permitted by this Act to inspect any register,

minute book or document of a corporation may make copies of or

take extracts from it and any officer of the corporation who fails

to allow any person so permitted to make a copy of or take extracts

from the register, minute book or documents, as the case may be,

shall be guilty of an offence against this Act.

Translations of instruments

360. (1) Where under this Act a corporation is required to lodge

with the Registrar any instrument, certificate, contract or document

or a certified copy thereof and the same is not written in the

national language or in English the corporation shall lodge at the

same time with the Registrar a certified translation thereof either

in the national language or in English.

(2) Where under this Act a corporation is required to make

available for public inspection any instrument, certificate, contract

or document and the same is not written in the national language

or in English the corporation shall keep at its registered office in

Malaysia a certified translation thereof either in the national language

or in English.

(3) Where any accounts, minute books or other records of a

corporation required by this Act to be kept are not kept in the

national language or in English, the directors of the corporation

shall cause a true translation of such accounts, minute books and

other records to be made from time to time at intervals of not more

than seven days and shall cause such translations to be kept with

the original accounts, minute books and other records for so long

as the original accounts, minute books and other records are required

by this Act to be kept.

(4) Notwithstanding subsections (1), (2) and (3) the Registrar

may require any company to file any instrument, certificate, contract

or document including any accounts, minute books or other records

of a corporation or a certified copy thereof in the national language.

Certificate of incorporation conclusive evidence

361. A certificate of incorporation under the hand and seal of the

Registrar shall be conclusive evidence that all the requirements of

this Act in respect of registration and of matters precedent and

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incidental thereto have been complied with, and that the company

referred to therein is duly incorporated under this Act.

Court may compel compliance

362. (1) If any person in contravention of this Act refuses or fails

to permit the inspection of any register, minute book or document

or to supply a copy of any register, minute book or document the

Court may by order compel an immediate inspection of the register,

minute book or document or order the copy to be supplied.

(2) If any officer or former officer of a company has failed or

omitted to do any act, matter or thing which by or under this Act

he is or was required or directed to do, the Court on the application

of the Registrar or any member of the company or the Official

Receiver or liquidator may by order require that officer or former

officer to do the act, matter or thing forthwith or within such time

as is allowed by the order, and for the purpose of complying with

any such order a former officer shall be deemed to have the same

status, powers and duties as he had at the time the act, matter or

thing should have been done.

DIVISION 2

OFFENCES

Restriction on offering shares, debentures, etc., for subscription

or purchase

363. (1) A person shall not, whether by appointment or otherwise,

go from place to place--

(a) offering shares for subscription or purchase to the public

or any member of the public; or

(b) seeking or receiving offers to subscribe for or to purchase

shares from the public or from any member of the public:

Provided that this section shall not apply to an offer for subscription

o r purchase or invitation to subscribe for or purchase or

recommendation to which the Securities Commission Act 1993

applies.

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(2) Subsection (1) shall not apply in the case of the shares of

any corporation which, after notice of intention in the form prescribed

to apply for exemption from subsection (1) has been advertised in

a newspaper circulating generally throughout Malaysia, has applied

to the Yang di-Pertuan Agong for exemption and the application

has on the recommendation of the Minister been granted, but the

exemption may at any time be revoked by order of the Yang

di-Pertuan Agong.

(3) A person shall not make an offer to the public or to any

member of the public (not being a person whose ordinary business

it is to buy or sell shares, whether as principal or agent) of any

shares for purchase.

(4) Subsection (3) shall not apply--

(a) where the shares to which the offer relates are shares of

a class which are quoted on, or in respect of which

permission to deal has been granted by, any prescribed

Stock Exchange and the offer so states and specifies the

Stock Exchange;

(b) where the shares to which the offer relates are shares

which a corporation has allotted or agreed to allot with

a view to their being offered for sale to the public and

the offer is accompanied by a document that complies

with all enactments and rules of law as to prospectuses;

(c) to any application for shares in or debentures of a

corporation or to any invitation to deposit money with or

lend money to a corporation which is issued, circulated,

distributed or made subject to and in accordance with

Division 1 of Part IV in accordance with the provisions

of Division 3 of Part IV of the Securities Commission

Act 1993;

(d) where the offer relates to--

(i) an interest to which Division 5 of Part IV applies

and is accompanied by a statement in writing as

required by that Division; or

(ii) deposits or loans to a corporation of the kind

referred to in subsection 38(6); or

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(e) to any advice as to the price at which a management

company is prepared to buy or sell any interest to which

Division 5 of Part IV applies given or sent by the

m a n a g e m e n t company to any person to whom the

management company has given or sent a statement in

writing relating to that interest which complies with that

Division within the period of six months immediately

preceding the giving or sending of the advice.

(5) Every person who acts, or incites, causes or procures any

person to act, in contravention of this section shall be guilty of an

offence against this Act.

Penalty: Imprisonment for *ten years or two hundred and fifty

thousand ringgit or both.

(6) Where a person convicted of an offence under this section

is a corporation, every officer concerned in the management of the

corporation shall be guilty of the like offence unless he proves that

the act constituting the offence took place without his knowledge

or consent.

(7) Where any person is convicted of having made an offer in

contravention of this section, the court before which he is convicted

may order that any contract made as a result of the offer shall be

void and may give such consequential directions as it thinks proper

for the repayment of any money or the retransfer of any shares;

and an appeal against the order and any consequential directions

shall lie to the Court.

(8) Subject to this section a person shall not make any oral

invitation or offer to the public or to any member of the public

to subscribe for or to purchase shares.

(9) In this section--

"shares" means shares of a corporation whether a corporation

in existence or to be formed and includes debentures and units and

(without affecting the generality of the expression "debentures")

all such documents (including those referred to as "bonds") as

confer or purport to confer on the holder thereof any claim against

a corporation, whether the claim is present or future or certain or

contingent or ascertained or sounding only in damages and also

includes any interest to which Division 5 of Part IV applies.

*NOTE--Previously "five years or thirty thousand ringgit"see Companies (Amendment) (No. 2) Act 1992

[Act A836].

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(10) In this section a reference to an offer or offering of shares

for subscription or purchase or for purchase shall be construed as

including an offer of shares by way of barter or exchange and a

reference to an offer of shares shall be construed as including an

offer by means of broadcasting, television or cinematograph; but

where an offer is made by means of broadcasting, television or

cinematograph the prospectus by which the offer is required to be

accompanied by virtue of this section shall be deemed to accompany

the offer if--

(a) the prospectus is prepared by the person on whose behalf

the offer is made;

(b) the public are informed at the same time and by the same

means as that by which the offer is made that a copy of

the prospectus will be supplied on request being made at

a specified address;

(c) where request for a copy of a prospectus is made at that

address within one month after the offer was made the

person making the request is supplied with a copy within

seven days after the request was made; and

(d) the offer contains no more information or matter than the

information or matter referred to in paragraphs 40(1)(a)

to (f).

(11) For the purposes of subsection (1) a person shall not in

relation to a corporation be regarded as not being a member of the

public by reason only that he is a holder of shares in the corporation

or a purchaser of goods from the corporation.

False and misleading statements

364. (1) Every corporation which advertises, circulates or publishes

any statement of the amount of its capital which is misleading or

in which the amount of nominal or authorized capital is stated

without the words "nominal" or "authorized", or in which the

amount of capital or authorized or subscribed capital is stated but

the amount of paid-up capital or the amount of any charge on

uncalled capital is not stated as prominently as the amount of

authorized or subscribed capital is stated, and every officer of the

corporation who knowingly authorizes, directs or consents to the

advertising, circulation or publication shall be guilty of an offence

against this Act.

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(2) Every person who in any return, report, certificate, balance

sheet or other document required by or for the purposes of this Act

makes or authorizes the making of a statement false or misleading

in any material particular knowing it to be false or misleading or

intentionally omits or authorizes the omission or accession of any

matter or thing thereby making the document misleading in a

material respect shall be guilty of an offence against this Act.

Penalty: Imprisonment for *ten years or two hundred and fifty

thousand ringgit or both.

(3) For the purposes of subsection (2) where a person at a

meeting votes in favour of the making of a statement referred to

in that subsection knowing it to be false, he shall be deemed to

have authorized the making of that statement.

False reports

364A. (1) An officer of a corporation who, with intent to deceive,

makes or furnishes or knowingly and wilfully authorizes or permits

the making or furnishing of, any false or misleading statement or

report to--

(a) a director, auditor, member, debenture holder or trustee

for debenture holders of the corporation;

(b) in the case of a corporation that is a subsidiary, an auditor

of the holding company;

(c) a prescribed Stock Exchange whether within or without

Malaysia or an officer thereof; or

(d) the Securities Commission established under the Securities

Commission Act 1993 [Act 498],

relating to the affairs of the corporation shall be guilty of an

offence against this Act.

Penalty: Imprisonment for *ten years or two hundred and fifty

thousand ringgit or both.

(2) In subsection (1) "officer" includes a person who at any

time has been an officer of the corporation.

*NOTE--Previously "five years or thirty thousand ringgit"see Companies (Amendment) (No. 2) Act 1992

[Act A836].

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Dividends payable from profits only

365. (1) No dividend shall be payable to the shareholders of any

company except out of profits or pursuant to section 60.

(1A)-(1D) (Deleted by Act A1081).

(2) Every director or manager of a company who wilfully pays

or permits to be paid any dividend out of what he knows is not

profits except pursuant to section 60--

(a) shall without prejudice to any other liability be guilty of

an offence against this Act; and

(b) shall also be liable to the creditors of the company for

the amount of the debts due by the company to them

respectively to the extent by which the dividends so paid

have exceeded the profits and that amount may be recovered

by the creditors or the liquidator suing on behalf of the

creditors.

Penalty: Imprisonment for *ten years or two hundred and fifty

thousand ringgit or both.

(3) If the whole amount is recovered from one director or from

the manager he may recover contribution against any other person

liable who has directed or consented to the payment.

(4) No liability by this section imposed on any person shall on

t h e death of the person extend or pass to his executors or

administrators nor shall the estate of any such person after his

decease be made liable under this section.

(5) In this section "dividend" includes bonus and payment by

way of bonus.

Fraudulently inducing persons to invest money

366. (1) Any person who, by any statement, promise or forecast

which he knows to be misleading, false or deceptive or by any

dishonest concealment of material facts or by the reckless making

of any statement, promise or forecast which is misleading, false

*NOTE--Previously "three years or ten thousand ringgit"see Companies (Amendment) (No. 2) Act 1992

[Act A836].

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or deceptive, induces or attempts to induce another person to enter

into or offer to enter into--

(a) any agreement for or with a view to acquiring, disposing

of, subscribing in or underwriting marketable securities

or lending or depositing money to or with any corporation;

(b) any agreement the purpose or pretended purpose of which

is to secure a profit to any of the parties from the yield

of marketable securities or by reference to fluctuations

in the value of marketable securities,

shall be guilty of an offence against this Act.

Penalty: Imprisonment for ten years or *two hundred and fifty

thousand ringgit or both.

Conspiracy

(2) Any person guilty of conspiracy to commit any offence

against subsection (1) shall be punishable as if he had committed

such an offence.

Obtaining payment of money, etc., to company by false promise

of director, member, etc., of company

(3) Whosoever being an officer or agent of any corporation by

any deceitful means or false promise and with intent to defraud,

causes or procures any money to be paid or any chattel or marketable

security to be delivered to that corporation or to himself or any

other person for the use of benefit or on account of that corporation

shall be guilty of an offence against this Act.

Penalty: Imprisonment for seven years or thirty thousand ringgit

or both.

Evidence of financial position of company

(4) Upon the trial of a charge for any offence against this section

the opinion of any properly qualified auditor or accountant as to

the financial position of any company at any time or during any

period in respect of which he has made an audit or examination

of the affairs of the company according to recognized audit practice

*NOTE--Previously "fifty thousand ringgit"see Companies (Amendment) (No. 2) Act 1992 [Act A836].

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shall be admissible either for the prosecution or for the defence

as evidence of the financial position of the company at that time

or during that period notwithstanding that the opinion is based in

whole or in part on book-entries, documents or vouchers or on

written or verbal statements by other persons.

Penalty for improper use of words "Limited" and "Berhad"

367. (1) If any person carries on business under any name or title

of which "Berhad" or any abbreviation thereof or "Limited" or any

abbreviation thereof is the final word or abbreviation the person

shall, unless duly incorporated with limited liability be guilty of

an offence against this Act.

Penalty: *Imprisonment for three years or fifty thousand ringgit

or both. Default penalty.

Restriction on use of word "Sendirian"

(2) A company shall not use the word "Sendirian" or any

abbreviation thereof as part of its name if it does not fulfil the

requirements required by this Act to be fulfilled by private companies.

(3) Every company and every officer of a company who is in

default shall be guilty of an offence against this Act.

Penalty: *Imprisonment for three years or fifty thousand ringgit

or both. Default penalty.

(4) Subject to section 35 and for the purpose of this section

"carrying on business" includes the use of any name or title of

which "Berhad" or "Limited" or the word "Sendirian" or any

abbreviation thereof is part of the name or title in any documents,

books or publication.

Frauds by officers

Every person who while an officer of a company--

368.

(a) has by deceitful or fraudulent or dishonest means or by

means of any other fraud induced any person to give

credit to the company;

*NOTE--Previously "two thousand five hundred ringgit"see Companies (Amendment) (No. 2) Act 1992

[Act A836].

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(b) with intent to defraud creditors of the company, has made

or caused to be made any gift or transfer of or charge on,

or has caused or connived at the levying of any execution

against, the property of the company; or

(c) with intent to defraud creditors of the company, has

concealed or removed any part of the property of the

company since or within two months before the date of

any unsatisfied judgment or order for payment of money

obtained against the company,

shall be guilty of an offence against this Act.

Penalty: Imprisonment for *ten years or two hundred and fifty

thousand ringgit or both.

General penalty provisions

369. (1) A person who--

(a) does that which by or under this Act he is forbidden to

do;

(b) does not do that which by or under this Act he is required

or directed to do; or

(c) otherwise contravenes or fails to comply with any provision

of this Act,

shall be guilty of an offence against this Act.

(2) A person who is guilty of an offence against this Act shall

be liable on conviction to a penalty or punishment not exceeding

the penalty or punishment expressly mentioned as the penalty or

punishment for the offence, or if a penalty or punishment is not

so mentioned, to a penalty not exceeding †five thousand ringgit.

(3) The penalty or punishment, pecuniary or other, set out in,

or at the foot of, any section or part of a section of this Act shall

indicate that the offence is punishable upon conviction by a penalty

or punishment not exceeding that so set out and where the penalty

or punishment is expressed to apply to a part only of the section,

it shall apply to that part only.

*NOTE--Previously "five years or thirty thousand ringgit"see Companies (Amendment) (No. 2) Act 1992

[Act A836].

†NOTE--Previously "two hundred and fifty ringgit"see Companies (Amendment) Act 1985 [Act A616].

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Default penalties

370. (1) Where in, or at the foot of, any section or part of a

section of this Act there appears the expression "Default penalty"

it shall indicate that any person who is convicted of an offence

against this Act in relation to that section or part shall be guilty

of a further offence against this Act if the offence continues after

he is so convicted and liable to an additional penalty for each day

during which the offence so continues of not more than the amount

expressed in the section or part as the amount of the default

penalty or, if an amount is not so expressed, of not more than *two

hundred ringgit.

(2) Where any offence is committed by a person by reason of

his failure to comply with any provision of this Act by or under

which he is required or directed to do anything within a particular

period, that offence, for the purposes of subsection (1) shall be

deemed to continue so long as the thing so required or directed

to be done by him remains undone, notwithstanding that the period

has